management’s discussion and analysis of financial ... · management’s discussion and analysis...

MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATION

Three month period and year ended December 31, 2015

This management’s discussion and analysis (“MD&A”) is current to April 29, 2016 and is management’s assessment of the operations and the financial results of CGX Energy Inc. (“CGX” or the “Company”). All figures are in United States dollars, unless otherwise stated. This MD&A should be read in conjunction with the Company’s audited consolidated financial statements and the related notes for the years ended December 31, 2015 and 2014.

Unless indicated otherwise, all financial data in this MD&A has been prepared in accordance with International Financial Reporting Standards (“IFRS”) issued by the International Accounting Standards Board (“IASB”) and interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”).

Additional information relevant to the Company’s activities, including the Company’s Annual Information Form, can be found on SEDAR at www.sedar.com or the Company’s website at www.cgxenergy.com.

Advisories

Forward-Looking Statements

This MD&A contains forward-looking statements that are not historical in nature and involve risks and uncertainties. Forward-looking statements are not guarantees as to CGX’s future results as there are inherent difficulties in predicting future results. Accordingly, actual results could differ materially from those expressed or implied in the forward-looking statements.

This MD&A includes “forward-looking statements”, within the meaning of applicable securities legislation, which are based on the opinions and estimates of management and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward looking statements. Forward-looking statements are often, but not always, identified by the use of words such as “seek”, “anticipate”, “budget”, “plan”, “continue”, “estimate”, “expect”, “forecast”, “may”, “will”, “project”, “predict”, “potential”, “targeting”, “intend”, “could”, “might”, “should”, ”believe“ and other similar words suggesting future outcomes or statements regarding an outlook. Such risks and uncertainties include, but are not limited to, risks associated with the offshore and onshore oil and gas industry (including operational risks in exploration development and production; delays or changes in plans with respect to exploration or development projects or capital expenditures; the uncertainty of reserve estimates; the uncertainty of estimates and projections in relation to production, costs and expenses; the uncertainty surrounding the ability of CGX to obtain all permits, consents or authorizations required for its operations and activities; and health safety and environmental risks), the risk of commodity price and foreign exchange rate fluctuations, the risk of CGX not being able to fund the capital and operating expenses necessary to achieve its, the uncertainty associated with commercial negotiations and negotiating with foreign governments and risks associated with international business activities, as well as those risks described in public disclosure documents filed by CGX. The ability of the Company to carry out its business plan is primarily dependent upon the continued support of its shareholders, the discovery of economically recoverable reserves and the ability of the Company to obtain financing to develop such reserves. Due to the risks, uncertainties and assumptions inherent in forward-looking statements, prospective investors in securities of CGX should not place undue reliance on these forward-looking statements. Statements in relation to “reserves” and “resources” are deemed to

http://www.sedar.com/

Management’s Discussion & Analysis of 29 Three month period and year ended December 31, 2015

be forward-looking statements, as they involve the implied assessment, based on certain estimates and assumptions, that the resources and reserves described can be profitably produced in the future.

Although the forward-looking statements contained in this MD&A are based on assumption that management believes to be reasonable, the Company cannot assure investors that actual results will be consistent with these forward-looking statements.

Readers are cautioned that the foregoing lists of risks, uncertainties and other factors are not exhaustive. The forward-looking statements contained in this MD&A are made as of the date hereof and the Company undertakes no obligation to update publicly or revise any forward-looking statements contained in this document or in any other documents filed with Canadian securities regulatory authorities, whether as a result of new information, future events or otherwise, except in accordance with applicable securities laws. The forward-looking statements contained in this document are expressly qualified by this advisory statement.

For more information, please see the Company’s Annual Information Form which is available at www.sedar.com.

Boe Conversion

The term “boe” is used in this MD&A. Boe may be misleading, particularly if used in isolation. A boe conversion ratio of cubic feet to barrels is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead. In this MD&A we have expressed boe using the conversion standard of 6.0 Mcf: 1 bbl.

Prospective Resources

Readers should give attention to the estimates of individual classes of resources and appreciate the differing probabilities of recovery associated with each class. Estimates of remaining recoverable resources (unrisked) include Prospective Resources that have not been adjusted for risk based on the chance of discovery or the chance of development and Contingent Resources that have not been adjusted for risk based on the chance of development. It is not an estimate of volumes that may be recovered. Actual recovery is likely to be less and may be substantially less or zero.

Prospective Resources are those quantities of petroleum estimated, as of a given date, to be potentially recoverable from undiscovered accumulations by application of future development projects. Prospective Resources have both an associated chance of discovery and a chance of development. Prospective Resources are further subdivided in accordance with the level of certainty associated with recoverable estimates, assuming their discovery and development, and may be sub-classified based on project maturity. There is no certainty that any portion of the resources will be discovered. If discovered, and they would be technically and economically viable to recover; there is no certainty that the Prospective Resource will be discovered. If discovered, there is no certainty that any discovery will be technically or economically viable to produce any portion of the resources.

OVERVIEW

Company Profile

CGX is an oil and gas exploration company headquartered in Toronto, Canada. CGX was incorporated in 1998 for the primary purpose of exploring for hydrocarbons in Guyana, South America. As at April 29, 2016, CGX holds an interest in three Petroleum Agreements (known as the Corentyne, Berbice and Demerara Blocks) covering approximately 3.3 million gross acres (approximately 3 million net acres) offshore and onshore Guyana.


CGX has four direct subsidiaries: (i) CGX Resources Inc. (“CGX Resources”), a wholly-owned subsidiary, which is incorporated pursuant to the laws of Bahamas; (ii) ON Energy Inc. (“ON Energy”), a corporation subsisting under the laws of Guyana, 62% of the voting shares of which are owned by CGX; (iii) GCIE Holdings Limited, a wholly-owned subsidiary, which is incorporated pursuant to the laws of Barbados and owns 100% of the shares of Grand Canal Industrial Estates Inc. (“Grand Canal”), a corporation subsisting under the laws of Guyana; and (iv) CGX Energy Management Corp., a wholly owned subsidiary, which is incorporated pursuant to the laws of the State of Delaware, USA.

Recent Highlights

Highlights of the Company’s recent activities to date include the following:

On April 18, 2016, CGX entered into a term sheet with a potential partner (the “Partner”) in respect of CGX’s wharf and logistics yard located in Berbice, Guyana (the “Term Sheet”). The Term Sheet contemplates an initial payment upon signing of the Term Sheet and subsequent payments based upon agreed milestones. The Term Sheet also provides the Partner with a seventy-five day exclusivity period within which to conduct further due diligence and to allow the parties to negotiate definitive documentation.

On March 4, 2016, CGX entered into a bridge loan facility with Pacific Exploration & Production Corp. (“Pacific”) in an amount up to $2 million. This facility shall be used to help CGX fund monthly general and administrative expenses and is a drawdown facility that is approved by Pacific on a monthly basis. Pacific has the right to take a pledge of shares of CGX’s subsidiaries in an event of default under the facility. As of April 29, 2016, the Company has drawn $586,000 on the facility.

On November 16, 2015, Company agreed to issue a convertible debenture (the “Convertible Debenture”) by private placement in the amount of $1.5 million (the “Principal Amount”) to Pacific. The Convertible Debenture has a term of twelve months and an annual interest payable of 5% and will be convertible at the option of the holder at a conversion price of C$0.335. The Principal Amount has been funded in full. In the event that the Company fails to satisfy any of its obligations under the Convertible Debenture, Pacific shall have the right to take a pledge of shares in the Company’s subsidiaries.

As a result of the continuing decline in oil prices in 2015, the Company obtained a deferral of its commitment well in the Corentyne Block. This well is expected to be spud by the extension date July 1, 2016.

On June 19, 2014, CGX Resources, a wholly-owned subsidiary of the Company, entered in to: (i) a drilling rig agreement (the “Drilling Agreement”) with Japan Drilling Co., Ltd. (“JDC”); and (ii) a rig sharing agreement (the “Rig Sharing Agreement”) with JDC, Teikoku Oil (Suriname) Co., Ltd (“INPEX”) for the use of JDC’s HAKURYU-12 drilling rig (the “Rig”). Upon termination of the Drilling Agreement, the total amount payable to JDC by CGX Resources was $20.35 million (the “JDC Payable”). Pursuant to the terms of a definitive agreement entered into with JDC effective November 30, 2015, the JDC Payable will be paid as follows: (i) $5.5 million payable in Common Shares; (ii) $500,000 on or before December 1, 2015; (iii) approximately $7.18 million on or before March 25, 2016; and (iv) approximately $7.18 million on or before June 15, 2016. The total amount of the JDC Debt is subject to adjustment based upon the demobilization fees under the Drilling Contract. JDC will be issued 16,522,500 Common Shares (the “JDC Settlement Shares”) at a price of C$0.44 per share resulting in JDC owning approximately 15% of the Company on a non-diluted basis. The JDC Settlement Agreement also provides for a parent guarantee from CGX Energy to JDC in respect of the JDC Payable. As a result of the much lower prices for rigs currently available, the Company is of the view that notwithstanding the JDC Payable, drilling the next exploration well offshore Guyana on the Corentyne Block will ultimately cost approximately the same as under the Drilling Agreement. The Company is in continuous


negotiations with INPEX and JDC with a view to determining how to address these significant payables in light of depressed oil prices.

Under the Rig Sharing Agreement and reaffirmed with an accord and satisfaction agreement with INPEX, CGX Resources owes approximately $2.9 million to INPEX for shared costs incurred in the utilization of the Rig. INPEX has agreed to allow the Company to defer payment until December 1, 2015. In August of 2015, the Company mischaracterized this as a settlement agreement in the Company’s news release dated August 28, 2015. The Rig Sharing Agreement is still in effect between CGX Resources, Teikoku and JDC.

CGX continues its initiatives to secure a joint venture partner for all 3 Petroleum Prospecting Licences ("PPL") and is actively pursuing this initiative. In the short term, the Company will require additional financing and seek to widen its shareholder base, but still with a view to negotiating farm-out transactions as the primary way to enhance shareholder value. The Company is pleased about ExxonMobil’s announcement of a significant oil discovery of more than 295 feet of high-quality oil-bearing sandstone reservoirs on the Stabroek Block located approximately 120 miles offshore Guyana.

Carrying on Business in Guyana

The exploration activities of CGX are currently conducted in Guyana through its subsidiaries. The following description of carrying on business in Guyana is taken from publicly available information provided by the Guyana Office for Investment and is available at www.guyanaconsulate.com under the heading “Investment Guide”.

Guyana is situated on the northern coast of the South American continent. It is bound on the north by the Atlantic Ocean, on the east by Suriname, on the south-west by Brazil and on the north-west by Venezuela. Guyana's total area is approximately 215,000 km2, slightly smaller than Great Britain. Its coastline is approximately 4.5 feet below sea level at high tide, while its hinterland contains mountains, forests, and savannahs. This topography has endowed Guyana with its extensive network of rivers and creeks as well as a large number of waterfalls. Guyana is endowed with natural resources including fertile agricultural land and rich mineral deposits (including gold, diamonds and semi-precious stones, bauxite and manganese).

Guyana is divided into three counties (Demerara, Essequibo and Berbice) and 10 administrative regions. Georgetown is the capital city of Guyana, the seat of government, the main commercial centre, and the principal port. In addition to Georgetown, Guyana has six towns of administrative and commercial importance which are recognized municipal districts; each has its own mayor, council and civic responsibilities.

The Co-operative Republic of Guyana is an independent republic headed by the president and National Assembly. The most recent elections were held in November 2011 in which the People’s Progressive Party was re-elected as a minority government. Guyana is a member of the British Commonwealth of Nations, with a legal system based for the most part on British Common Law.

The Petroleum Regime in Guyana

Under the Guyana Petroleum Act, a PA and an associated PPL, petroleum exploration in Guyana is executed by and subject to the approval of, the Minister Responsible for Petroleum. Within Guyana, subsurface rights for minerals and petroleum are vested in the state. PAs may address the following matters: (i) granting of requisite licences; (ii) conditions to be included in the granting or renewal of such licences; (iii) procedure and manner with respect to the exercise of Ministerial discretion; and, (iv) any matter incidental to or connected with the foregoing.


The Guyana Geology & Mines Commission (“GGMC”) is the statutory body responsible for administering PAs and PPLs for petroleum exploration in Guyana. The GGMC has been charged with the responsibility for managing the nation's mineral resources.

In order to obtain a PPL, the licencee must:

submit a prospecting licence application to the Minister Responsible for Petroleum, including a detailed annual work program and budget; and

agree to comply with licence conditions stipulated by the Minister Responsible for Petroleum, including conditions stipulated in the applicable governing petroleum agreement (“PA”).

A PA and an associated PPL enable the holder to conduct prospecting and exploration activities for petroleum on the subject property in accordance with the terms and conditions of such PA and PPL. A PPL is issued for an initial period not exceeding four years, and is renewable for up to two additional three-year periods. In the event of a discovery, the holder may apply for a 20 year PPL, renewable for a further 10 years.

CGX’s PAs and PPLs On November 27, 2012, the Company was issued a new Corentyne PA and PPL covering 6,212 km2, the same area as the offshore portion of the former Corentyne PPL that had been issued on June 24, 1998. Under the terms of the new Corentyne PA, during the initial period of four years CGX has an obligation to drill two wells. The Corentyne PA and PPL are renewable after four years for up to six additional years. The Corentyne PPL is 100% owned by CGX.

On February 12, 2013, the Company entered into the Demerara PA and PPL covering 3,975 km2, the same area the former Annex PPL, which was a subset of the Company’s original Corentyne PA. Under the terms of the Demerara PA, during the initial period of four years, CGX has an obligation to conduct a 3D seismic survey of a minimum of 1,000 km2 (Completed in 2014) and to drill one exploration well. The Demerara PA and Demerara PPL are renewable after four years for up to six additional years. The Demerara PPL is 100% owned by CGX.

On February 12, 2013, ON Energy entered into the Berbice PA and PPL covering 3,295 km2, the same area as the former Berbice PA issued on October 1, 2003, combined with the onshore portion of the Company’s former Corentyne PA. Under the terms of the new Berbice PA, during the initial period of four years, ON Energy has an obligation to conduct an airborne survey of a minimum of 1,000 km2 (Completed in 2015) and either conduct a 2D seismic survey of a minimum of 100 km2 or drill one exploration well. The Berbice PA and Berbice PPL are renewable after four years for up to six additional years. The Berbice PPL is 62% owned by CGX.

On June 18, 2015, CGX received approval to extend its spud date deadlines on the Corentyne Block. The Government of Guyana granted approval of the extensions for the spud date on the first commitment well from October 31, 2015 to July 1, 2016 and an extension to the spud date deadline on the second commitment well from November 27, 2016 to November 27, 2017.

Recent Financings

On March 4, 2016, CGX entered into a bridge loan facility with Pacific in an amount up to $2 million. This facility shall be used to help CGX fund monthly general and administrative expenses and is a drawdown facility that is approved by Pacific on a monthly basis. Pacific has the right to take a pledge of shares of CGX’s subsidiaries in an event of default under the facility. As of April 29, 2016, the Company has drawn $586,000 on the facility.

On November 16, 2015, Company agreed to issue a Convertible Debenture by private placement in the amount of $1.5 million to Pacific. The Convertible Debenture has a term of twelve months and an annual


interest payable of 5% and will be convertible at the option of the holder at a conversion price of C$0.335. The Principal Amount has been funded in full. In the event that the Company fails to satisfy any of its obligations under the Convertible Debenture, Pacific shall have the right to take a pledge of shares in the Company’s subsidiaries.

In October 2014, the Company entered into a Bridge Loan with of Pacific in the aggregate principal amount of C$7.5 million. The Bridge Loan is a non-revolving term facility. The Bridge Loan accrues interest at an annual rate of 5 % per annum and is repayable in full including all accrued interest in October 2015. As at the date hereof, the Company has drawn down on the entire amount of the Bridge Loan. Effective October 10, 2015, Pacific provided a one year extension to CGX in respect of the payments due pursuant to the Bridge Loan.

GUYANA OPERATIONS

Corentyne PA, Guyana

The original Corentyne PA covered approximately 2.9 million acres under two separate PPLs. The Annex PPL (1.0 million acres) was held 100%, as was the offshore portion of the Corentyne PPL (1.5 million acres), while the onshore portion of the Corentyne PPL (0.4 million acres) was held net 62% by CGX through ON Energy.

The original Corentyne PA was awarded to CGX in 1998, following which the Company began an active exploration program consisting of a 1,800 kilometre seismic acquisition and preparations to drill the Eagle well. The Eagle drilling location in 2000 was 15 kilometres within Guyana-Suriname border. However, a border dispute between Guyana and Suriname led to the Company being forced off the Eagle location before drilling could begin. As a result of that incident, all active offshore exploration in Guyana was suspended by CGX and the other operators in the area, including Exxon and Maxus (Repsol, YPF). On September 17, 2007, the International Tribunal on the Law of the Sea (“ITLOS”) awarded a maritime boundary between Guyana and Suriname. In the decision, ITLOS determined that it had the jurisdiction to decide on the merits of the dispute and that the line adopted by ITLOS to delimit the Parties’ continental shelf and exclusive economic zone follows an unadjusted equidistance line. The arbitration was compulsory and binding. CGX financed a significant portion of Guyana’s legal expense at a cost of $9.8 million. The decision was beneficial for CGX, as it concluded that 93% of CGX’s Corentyne PPL and 100% of the Georgetown PPL would be in Guyana territory.

Because CGX was prevented from gaining unhindered access to a portion of the original Corentyne PPL area during the seven year resolution, the term of the contract was extended to June 2013.

In 2008, CGX was the first company to commit to acquire 3D seismic in Guyana when the Company shot a 505 square kilometre 3D seismic program to enhance its interpretation of its newly defined Eagle Deep prospect, a large stratigraphic trap in the Cretaceous. The cost of the seismic program was approximately $8 million. Processing and interpretation of the 3D seismic was completed in 2009.

Based on the interpretation of the 3D seismic volume and recent activities on both sides of the Atlantic margin, CGX interpreted numerous prospects on the Corentyne PPL. One significant prospect is a Turonian sand at approximately 5,600 metres. Because the offset Jaguar-1 well on the Georgetown PPL was testing another Cretaceous Turonian prospect, the Corentyne commitment well was targeted to 4,250 metres to test the Tertiary Eocene and Cretaceous Maastrichtian trend.

The Eagle-1 well spud on February 13, 2012 and was initially budgeted for 60 days of drilling, but experienced weather delays and mechanical issues which extended operations to 107 days. The initial cost estimate for the Eagle-1 well was $55 million; however, due to additional time for drilling and additional logging of potential reservoir sands, the drilling rig was released May 16, 2012. The final costs associated with the Eagle-1 well were approximately $89.4 million. In May 2012, the Company completed the analyses of the results of its Eagle-1 well on the Company’s 100% owned and operated Corentyne PPL, offshore Guyana. The well was declared a dry-hole after encountering hydrocarbon shows in three


formations, but the potential reservoir sands proved to be water-bearing. The Company recognized these costs as a dry hole expense the total cost of Eagle-1 well in the financial statements for the years ended December 31, 2013 and 2012.

On November 27, 2012, the Company received a new Corentyne PA, offshore Guyana, renewable after four years for up to six additional years. The New Corentyne PA applies to the former offshore portion of Corentyne PPL, covering 6,212 km2.

As of March 19, 2013 and effective December 31, 2012, an Independent Resources Evaluation was completed by DeGolyer and MacNaughton of Dallas, Texas, USA (the “D&M Report”). . In the D&M Report, the total best estimate (P50) of Prospective Resources for six oil and gas prospects within the Corentyne PA are 779 MMbbl of oil, 743 MMbbl of condensate, 6,943 Bcf of sales gas plus 696 billion cubic feet of solution gas. If the estimate of gas resources were converted to oil on a 6:1 btu equivalence, and if the estimate of solution gas resources associated with the oil prospects were converted to sales gas assuming a 5% shrinkage, the arithmetic sum would be 2,664 MMboe. The D&M Report has been filed on CGX’s website at www.cgxenergy.com. The D&M Report was prepared in accordance with the requirements of Section 5.9 of National Instrument 51-101 – Standards of Disclosure for Oil and Gas Activities.

In June, 2014, the Company received a five month extension to its spud date deadline at the Corentyne PPL. The Government of Guyana granted approval of an extension on the spud date on the first commitment well from May 31, 2015 to October 31, 2015.

As a result of the continuing decline in oil prices, the Company obtained a deferral of its commitment well in the Corentyne Block. This well is expected to be spud by the new extension date being July 1, 2016.

Berbice PA, Guyana

In 2003, CGX, through its 62% owned subsidiary ON Energy, applied for and was granted the Berbice PPL consisting of approximately 387,000 acres adjacent to the Corentyne onshore PPL. On the two onshore PPL’s, ON Energy completed aeromag re-interpretation, a geochemical sampling program and a 2D seismic program, to fulfill the minimum work obligations, plus drilled three dry-holes.

On February 12, 2013, the Government of Guyana issued a new Berbice PA and PPL to ON Energy, comprising the former Berbice PA and the onshore portion of the former Corentyne PPL, covering 3,295 km2. Under the terms of the new Berbice PA, during the initial period of four years, ON Energy has an obligation to conduct an airborne survey comprising a minimum of 1,000 km2 and either conduct a 2D seismic survey comprising a minimum of 100 km2 or drill one exploration well.

Demerara PA, Guyana

On February 12, 2013, the Government of Guyana issued the new Demerara PA and PPL to the Company. The Demerara PA and PPL applies to the former offshore portion of the Annex PPL, covering 3,975 km2, which was a subset of the Company’s original Corentyne PA. Under the terms of the new Demerara PA, during the initial period of four years, CGX has an obligation to conduct a 3D seismic survey of a minimum of 1,000 km2 (completed in 2014) and to drill one exploration well.

In September, 2014, the Company entered into a seismic contract with Prospector PTE. Ltd. (“Prospector”) to conduct a 3,116.74 km2 3D seismic survey on the Company’s 100% owned Demerara Block as part of its commitments under the Demerara PA and PPL. The aggregate cost of this seismic survey was approximately $19 million with $7 million paid to Prospector by way of issuance of 15,534,310 common shares (“Common Shares”) valued at $0.49 per share, $2.5 million paid in cash thirty days after receipt of invoice and the remainder of approximately $9.5 million is payable in cash twelve months after the conclusion of the seismic survey being December 2015. Prospector currently owns approximately 16.6% of the issued and outstanding Common Shares.

http://www.cgxenergy.com/


Contractual Commitments

Under the terms of the new Corentyne PA and during the initial period of four years, CGX has an obligation to drill two wells. In June, 2015, the Company received an extension to its spud date deadline at the Corentyne PPL. The Government of Guyana granted approval of an extension on the spud date on the first commitment well from October 31, 2015 to July 1, 2016.

Under the terms of the new Demerara PA, and during the initial period of four years, CGX has an obligation to conduct a 3D seismic survey comprising a minimum of 1,000 km2 and to drill one exploration well. In June 2014, the Company received approval from the Government of Guyana to proceed with a 3,000 km2 sparse 3D seismic survey, which would fulfil the Company’s minimum work commitments. This 3,000 km2 sparse 3D seismic survey was completed in December 2014.

Under the terms of the new Berbice PA and during the initial period of four years, the Company has an obligation to conduct an airborne survey comprising a minimum of 1,000 km (completed in 2015) and either conduct a 2D seismic survey comprising a minimum of 100 line km or commence to drill one exploration well.

Further details of the Company’s contractual commitments are included in the consolidated financial statements for the years ended December 31, 2015 and 2014.

Staging Facility and Wharf, Guyana

To date, the Company has fenced in the yard, constructed an office and sanitary services, installed two fuel tanks that can accommodate 20,000 litres, installed 200 metre by 50 metre of vertical drainage and completed an internal access road with crusher run and sand filling. A crusher run has also been placed in the entire yard. A two kilometre long by 5 metre wide access road has been constructed from the main road to the port yard site using Geotextile, reef sand, white sand, crusher run and bauxite capping. The Company’s investment in the staging facility and wharf is owned by its wholly-owned subsidiary Grand Canal Industrial Estates Inc.

For the year ended December 31, 2015, the Company incurred reductions of $22,413 as a result of a reversal of an over accrual for work performed in 2014 (2014 – additions of $88,398) with respect to the logistics yard and expenditures on a staging facility. The logistics yard was purchased in 2010 for $385,000 and the remainder of the balance spent on the wharf to date was expended on planning for the staging area for the shore based facility. The Company signed a 50 year lease commencing January 1, 2010 for approximately 55 acres on the Berbice River as this is an ideal location for a staging facility to support off-shore drilling activities. Utilizing a local facility is expected to result in significant savings as compared to running the logistics from Trinidad for future wells.

On April 18, 2016, CGX entered into a Term Sheet with a potential Partner in respect of CGX’s wharf and logistic yard located in Berbice, Guyana. The Term Sheet contemplates an initial payment upon signing of the Term Sheet and subsequent payments based upon agreed milestones. The Term Sheet also provides the Partner with a seventy-five day exclusivity period within which to conduct further due diligence and to allow the parties to negotiate definitive documentation.

TRENDS

Financial markets are likely to be volatile in Canada for the rest of 2016, reflecting ongoing concerns about the stability of the global economy, sovereign debt levels and possible default, weakening global growth prospects and instability in Africa and the Middle East. Unprecedented uncertainty in the credit markets has also led to increased difficulties in borrowing/raising funds. Companies worldwide continue to be affected by these trends.


The future performance of the Company is largely tied to the exploration and development of its properties in Guyana. The Company may have difficulties raising equity or obtaining joint venture partners for the purpose of carrying out exploration and development activities with respect to its Guyana properties, particularly without excessively diluting present shareholders of the Company. See “Risk Factors”.

RESULTS OF OPERATIONS

Three month period ended December 31, 2015

The Company recorded net loss of $438,479 or $0.00 a share for the three month period ended December 31, 2015, compared with $41,074.309 or $0.47 a share for the same period in 2014. The differences in the period are as follows:

During the three month period ended December 31, 2014, in light of recent significant declines in the world petroleum markets and significant decreases specifically in related petroleum assets the Company reviewed its exploration and evaluation expenditures for impairment using IFRS guidance. Considering these factors, in particular the difference between carrying value and market capitalization, the Company recorded an impairment of exploration and evaluation expenditures during the three month period ended December 31, 2015 of $Nil (2014 - $41,700,000).

CGX incurred a gain on revaluation of warrant liability of $300,000 (2014 –$1,300,000); the warrants are recorded as a derivative liability for accounting purposes due to their exercise price being denominated in a currency other than the Company’s US dollar functional currency. Warranty liability is booked based on the valuation of warrants using the Black-Scholes model. The liability varies mainly based on the number of warrants outstanding in the period, the current share price of the Company’s common shares, the volatility used in the calculation, the expected remaining life and the remaining underlying assumptions used in the model. Increases or decreases in the value of the warrant liability result in a gain or loss on revaluation of warrant liability.

CGX incurred a foreign exchange gain of $183,262 for the three month period ended December 31, 2015, compared to a loss of $56,626 for the same period in 2014. The significant difference is due to the changes in the foreign exchange rates from the beginning of the quarter to the end of the quarter on the related party loan due in Canadian Dollars of $7,500,000 (2014 - $Nil) off set by the balances held in Canadian Dollar bank accounts as the Canadian dollar weakened slightly (2014 - weakened significantly) against the US dollar during the three month period ended December 31, 2015. In addition, in 2014 the Company had higher cash balances in Canadian dollars and therefore the impact was more significant.

General and administration costs decreased by $145,043 to $372,056 in the three month period ended December 31, 2015 from $517,099 for the same period in 2014. These costs are slightly lower than the prior year and are a continued result of an overall cost cutting initiative undertaken by the Company in the latter half of 2013 driven by the reduction in non-essential staff and purchases. The Company expects these costs to decrease slightly in the coming quarters.

Professional fees for the three month period ended December 31, 2015 were a recovery of $13,220 due to reversal of over accruals from prior periods compared to an expense of $146,839 in the same period of 2014. These fees are lower primarily due to lower legal fees relating to general corporate matters as the Company did not require as many of these services in 2015.

Management and consulting fees increased by $28,156 to $469,760 during the three month period ended December 31, 2015 compared to $497,916 for the same period in 2014. Management and consulting fees are slightly lower than the prior year and are a continued result of an overall cost cutting initiative undertaken by the Company in the latter half of 2013 driven by the reduction in non-essential staff and purchases. These fees are expected to decrease in the coming quarters.


The Company incurred stock-based compensation during the three month period ended December 31, 2015 of $Nil, compared to $237,000, for the same period in 2014. Stock-based compensation expenses are booked based on the valuation of options using the Black-Scholes model. The expense varies based on the number of options issued and/or vested in the period and the underlying assumptions used in the model.

Year ended December 31, 2015

The Company recorded net loss of $26,277,116 or $0.28 a share for the year ended December 31, 2015, compared with $45,001,229 or $0.56 a share for the same period in 2014. The differences in the year are as follows:

During the year ended December 31, 2014, in light of recent significant declines in the world petroleum markets and significant decreases specifically in related petroleum assets the Company reviewed its exploration and evaluation expenditures for impairment using IFRS guidance. Considering these factors, in particular the difference between carrying value and market capitalization, the Company recorded an impairment of exploration and evaluation expenditures during the year ended December 31, 2015 of $Nil (2014 - $41,700,000).

During the year ended December 31, 2015, the Company terminated its Drilling Agreement with JDC and the Rig Sharing Agreement with Inpex. Total costs relating to termination of these contracts and other is $23,470,102 (2014 - $Nil) and were recorded as exploration contract cancellation fees.

CGX incurred a gain on revaluation of warrant liability of $200,000 (2014 - $600,000); the warrants are recorded as a derivative liability for accounting purposes due to their exercise price being denominated in a currency other than the Company’s US dollar functional currency.

CGX incurred a foreign exchange gain of $631,600 for the year ended December 31, 2015, compared to a loss of $438,968 for the same period in 2014. The significant change is due to the changes in the foreign exchange rates from the beginning of the period to the end of the period on the related party loan due in Canadian Dollars of $7,500,000 (2014 - $Nil) off set by the balances held in Canadian Dollar bank accounts as the Canadian dollar weakened significantly against the US dollar as in both 2015 and 2014. In addition, in 2014 the Company had higher cash balances in Canadian dollars and therefore the impact was more significant.

General and administration costs decreased by $126,966 to $1,546,257 in year ended December 31, 2015 from $1,673,223 for the same period in 2014. These costs are slightly lower than the prior year and are a continued result of an overall cost cutting initiative undertaken by the Company in the latter half of 2013 driven by the reduction in non-essential staff and purchases. .

Professional fees for the year ended December 31, 2015 were $98,363 compared to $405,948 in the same period of 2014. These fees are lower primarily due to lower legal fees relating to general corporate matters as the Company did not require as many of these services in 2015.

Management and consulting fees decreased by $106,014 to $1,980,247 during the year ended December 31, 2015 compared to $2,086,261 for the same period in 2014. Management and consulting fees decreased as a result of an overall cost cutting initiative undertaken by the Company in the latter half of 2013 driven by the reduction in non-essential staff and purchases. These fess are expected to decrease in the coming year.

The Company incurred stock-based compensation during the year ended December 31, 2015 of $Nil, compared to $248,000, for the same period in 2014. Stock-based compensation expenses are booked based on the valuation of options using the Black-Scholes model. The expense varies based on the number of options issued and/or vested in the period and the underlying assumptions used in the model.


Selected Consolidated Annual Financial Information The information below should be read in conjunction with the MD&A, the Financial Statements and related notes and other financial information.

Year ended December 31, 2015 2014 2013

$ $ $ Interest Income 5,314 35,626 50,231 Net Loss (Income) 26,277,116 45,001,229 (599,207) Basic and Diluted Loss (Income) Per Share

$0.28 $0.56 ($0.01)

Total Assets 30,305,464 31,944,571 55,143,740 Liabilities 35,599,823 16,569,898 1,989,053

Results for the three month periods ended:

December 31, 2015

September 30, 2015

June 30, 2015

March 31, 2015

$ $ $ $

Interest Income 153 487 1,509 3,165 Net Loss 438,479 22,698,673 2,302,686 837,278 Basic and Diluted Loss Per Share $0.00 $0.24 $0.02 $0.01

December 31,

2014 September 30,

2014 June 30,

2014 March 31,

2014 $ $ $ $

Interest Income 8,204 6,927 9,291 11,204 Net Loss 41,074,309 1,213,618 1,527,658 1,185,644 Basic and Diluted Loss Per Share $0.47 $0.02 $0.02 $0.02 CAPITAL RESOURCES, CAPITAL EXPENDITURES AND LIQUIDITY

As at December 31, 2015, the Company’s working capital decreased to a working capital deficiency of $33,810,588 compared to $9,668,744 as at December 31, 2014. In order to meet its short-term and longer-term working capital and property exploration expenditures, the Company must secure further financing through joint venture, property sale and/or issuance of equity to ensure that its obligations are properly discharged. There can be no assurance that the Company will be successful in its efforts to arrange additional financing on terms satisfactory to the Company. Please refer to “Going Concern Uncertainty and Management’s Plans” for further details.

PROPOSED TRANSACTIONS

On April 18, 2016, CGX entered into a Term Sheet with a potential Partner in respect of CGX’s wharf and logistic yard located in Berbice, Guyana. The Term Sheet contemplates an initial payment upon signing of the Term Sheet and subsequent payments based upon agreed milestones. The Term Sheet also provides the Partner with a seventy-five day exclusivity period within which to conduct further due diligence and to allow the parties to negotiate definitive documentation.

Going Concern Uncertainty and Management’s Plans

The audited consolidated financial statements for the years ended December 31, 2015 and 2014 have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.


The Company has a history of operating losses and as at December 31, 2015 had an excess of current liabilities over current assets of $33,810,588 (2014 - $9,668,744) and an accumulated deficit of $284,810,181 (2014 - $258,533,065). The ability of the Company to continue as a going concern is dependent on securing additional required financing through issuing additional equity, debt instruments, or sale of Company assets and/or obtain payments associated with a joint venture farm-out. Given the Company’s capital commitment requirements under the Company’s PPLs outlined in note 9 and its commitments outlined in Note 15 to the consolidated financial statements, the Company does not have sufficient cash flow to meet its operating requirements for the 12 month period from the balance sheet date. While the Company has been successful in raising financing in the past and believes in the viability of its strategy and that the actions presently being taken provide the best opportunity for the Company to continue as a going concern, there can be no assurances to that effect. As a result there exist material uncertainties which cast significant doubt as to the Company’s ability to continue as a going concern.

RELATED-PARTY TRANSACTIONS

Under IFRS, parties are considered to be related if one party has the ability to “control” (financially or by share capital) the other party or have significant influence (management) on the other party in making financial, commercial and operational decisions.

The Board approves all related party transactions prior to implementation, engages independent legal counsel, as needed, and meets in camera to deliberate. The Board also reviews the business rationale for any proposed related party transaction and ensures that the transaction is in compliance with applicable securities laws.

The related party transactions listed below were in the normal course of operations and were measured at the exchange amount, which are the amounts of consideration established and agreed to by the related parties.

As at December 31, 2015, Pacific owns approximately 53.6% of the Common Shares and the following directors and officers of Pacific are directors or officers of CGX, Serafino Iacono, Ronald Pantin, Dennis Mills and Michael Galego. Pacific currently holds 50,351,929 Common Shares, representing approximately 45.6% of the issued and outstanding shares in the capital of the Company on a non-diluted basis as of April 29, 2016. If Pacific exercises all of its Warrants and convertible debentures, it would hold a total of 91,096,929 Common Shares representing approximately 60.3% of the Common Shares on a partially diluted basis.

In October 2014, the Company entered into the Company entered into a bridge loan agreement (the “C$ Bridge Loan”) with Pacific in the aggregate principal amount of C$7,500,000 ($6,700,000). The C$ Bridge Loan is a non-revolving term facility. As of the date hereof, the Company has drawn upon all of the facility. The C$ Bridge Loan accrues interest at an annual rate of 5% per annum and was repayable in full including all accrued interest in October 2015.

The balances outstanding on the loan from related party as at December 31, 2015 and 2014 are as follows:

As at December 31, 2015 2014

Loan from related party $ 5,689,687 $ 6,465,000 Accrued interest on loan from related party 54,410 62,879

Total loan from related party $ 5,744,097 $ 6,527,879


The activity on the loan from related party for the year ended December 31, 2015 and 2014 are as follows:

Year Ended December 31, 2015 2014

Opening balance at beginning of year $ 6,527,879 $ - Loan from related party - 6,670,000 Gain on foreign exchange (1,078,893) (205,000) Accrued interest on loan from related party 295,111 62,879


During the year ended December 31, 2015, the Company and Pacific agreed to extend the maturity for one year to October 2016. All other terms and conditions applicable to the C$ Bridge Loan remain the same.

In November 2015, the Company entered into the Company entered into a convertible debenture (the “Convertible Debenture”) with Pacific in the aggregate principal amount of $1,500,000. The Convertible Debenture accrues interest at an annual rate of 5% per annum and is repayable in full including all accrued interest in November 2016. This Convertible Debenture is convertible into shares of the Company at the option of Pacific at any time prior to maturity at a price of C$0.335. In the event that the Company fails to satisfy any of its obligations under the Convertible Debenture, Pacific shall have the right to take a pledge of shares in the Company’s subsidiaries.

The debentures are classified as a liability, with the exception of the portion relating to the conversion feature, resulting in the carrying value of the debenture being less than face value. The discount is being accreted over the term of the debenture utilizing the effective interest rate method at a 10% discount rate.

The balances outstanding on the Convertible Debenture from related party as at December 31, 2015 and 2014 are as follows:


Convertible debenture from related party $ 1,500,000 $ - Unamortized transaction costs and conversion feature (66,956) Accrued interest on convertible debenture from related party 9,426 -

Total loan from related party $ 1,442,470 $ -

The activity on the Convertible Debenture from related party for the year ended December 31, 2015 and 2014 are as follows:


Opening balance at beginning of year $ - $ - Convertible debenture from related party 1,500,000 -

Conversion component of convertible debentures (68,000)

Transaction costs relating to convertible debentures (8,100) - Amortization of transaction costs and conversion feature 9,144 Accrued interest on loan from related party 9,426 -


The following sets out the details of the Company’s related party transactions as measured at the exchange amount:

Cost sharing agreement between Pacific, Gran Colombia Gold Corp., Pacific Coal Resources Ltd. and the Company effective May 1, 2013 (the “Cost Sharing Agreement”). The Cost Sharing Agreement sets out the terms and allocation of certain share general and administrative costs, such as rent, utilities and other office administrative expenses. In accordance with the terms of the agreement, the Company recognized an expense of C$72,000 (2014 - C$72,000) for the year ended December 31,


2015, of which $27,000 (2014 - $12,000) was included in trade and other payables as at December 31, 2015. As at December 31, 2015,

Key management includes the Company's directors, officers and any employees with authority and responsibility for planning, directing and controlling the activities of an entity, directly or indirectly. Compensation awarded to key management included:

Year ended December 31, 2015 2014

Short-term employee benefits $ 1,542,000 $ 1,586,000

Share based compensation – options - 175,000

Total compensation paid to key management $ 1,542,000 $ 1,761,000

At December 31, 2015, included in trade and other payables is $151,000 (2014 - $138,000) due to these key management personnel.

CONTINGENCIES, CONTRACTUAL OBLIGATIONS, GUARANTEES AND COMMITMENTS

In the normal course of business, the Company has entered into arrangements and incurred obligations that will affect the Company’s future operations and liquidity. These commitments primarily relate to work commitments including seismic and drilling activities under the terms of the PPLs. The Company has discretion regarding the timing of capital spending for work commitments, provided that the work is completed within the periods specified in the PPLs or the Company can negotiate extensions of such periods. Details of these commitments and obligations are discussed above under each of the respective Petroleum Agreements. See notes 9 and 15 to the consolidated financial statements for the years ended December 31, 2015 and 2014 for complete listings of commitments.

DIVIDENDS

The Company has neither declared nor paid any dividends on its Common Shares. The Company intends to retain its earnings, if any, to finance growth and expand its operation and does not anticipate paying any dividends on its Common Shares in the foreseeable future.

OFF-STATEMENT OF FINANCIAL POSITION ARRANGEMENTS

The Company has no off-statement of financial position arrangements.

CHANGES IN ACCOUNTING POLICIES INCLUDING INITIAL ADOPTION

New standards and interpretations adopted

The Company applies, for the first time, certain standards and amendments that require additional disclosures in the unaudited interim consolidated financial statements. The nature and effect of these changes are disclosed below:

At January 1, 2015, the Company adopted the following standards/amendments for which there was no impact on the Company’s consolidated financial statements:

IFRS 3 Business Combinations (“IFRS 3”) - The amendment is applied prospectively and clarifies that all contingent consideration arrangements classified as liabilities (or assets) arising from a business combination should be subsequently measured at fair value through profit or loss whether or not they fall within the scope of IFRS 9 (or IAS 39, as applicable).


IFRS 8 Operating Segments (“IFRS 8”) - The amendments are applied retrospectively and clarifies that: o An entity must disclose the judgements made by management in applying the aggregation criteria,

including a brief description of operating segments that have been aggregated and the economic characteristics (e.g., sales and gross margins) used to assess whether the segments are ‘similar’.

o The reconciliation of segment assets to total assets is only required to be disclosed if the reconciliation is reported to the chief operating decision maker, similar to the required disclosure for segment liabilities.

IFRS 13 – Fair Value Measurement (“IFRS 13”) was amended to clarify that the exception which allows fair value measurements of a group of financial assets and liabilities on a net basis applies to all contracts within the scope of IAS 39 or IFRS 9, regardless of whether they meet the definitions of financial assets or liabilities as defined in IAS 32.

IAS 24 Related Party Disclosures (“IAS 24”) - The amendment is applied retrospectively and clarifies that a management entity (an entity that provides key management personnel services) is a related party subject to the related party disclosures. In addition, an entity that uses a management entity is required to disclose the expenses incurred for management services.

New standards and interpretations to be adopted in future

At the date of authorization of these Financial Statements, the IASB and IFRIC has issued the following new and revised Standards and Interpretations which are not yet effective for the relevant reporting periods and which the Company has not early adopted these standards, amendments and interpretations. However, the Company is currently assessing what impact the application of these standards or amendments will have on the consolidated financial statements of the Company.

In July 2014 the IASB issued the final amendments to IFRS 9, Financial Instruments (“IFRS 9”) which provides guidance on the classification and measurement of financial assets and liabilities, impairment of financial assets, and general hedge accounting. The Classification and measurement portion of the standard determines how financial assets and financial liabilities are accounted for in financial statements and, in particular, how they are measured on an ongoing basis. The amended IFRS 9 introduced a new, expected-loss impairment model that will require more timely recognition of expected credit losses. In addition, the amended IFRS 9 includes a substantially-reformed model for hedge accounting, with enhanced disclosures about risk management activity. The new standard is effective for annual periods beginning on or after January 1, 2018, with earlier adoption permitted. The Company is in the process of evaluating the impact of adopting these amendments on the Company’s consolidated financial statements.

IFRS 11 Joint Arrangements - The amendments to IFRS 11 require that a joint operator accounting for the acquisition of an interest in a joint operation, in which the activity of the joint operation constitutes a business must apply the relevant IFRS 3 principles for business combinations accounting. The amendments also clarify that a previously held interest in a joint operation is not remeasured on the acquisition of an additional interest in the same joint operation while joint control is retained. In addition, a scope exclusion has been added to IFRS 11 to specify that the amendments do not apply when the parties sharing joint control, including the reporting entity, are under common control of the same ultimate controlling party. The amendments apply to both the acquisition of the initial interest in a joint operation and the acquisition of any additional interests in the same joint operation and are prospectively effective for annual periods beginning on or after January 1, 2016, with early adoption permitted. The Company is in the process of assessing the impact of these amendments on its consolidated financial statements.


IFRS 15 Revenue from Contracts with Customers - IFRS 15, “Revenue from Contracts with Customers” (“IFRS 15”), was issued in May 2014 and will replace IAS 11, “Construction Contracts,” IAS 18, “Revenue Recognition,” IFRIC 13, “Customer Loyalty Programmes,” IFRIC 15, “Agreements for the Construction of Real Estate,” IFRIC 18, “Transfers of Assets from Customers,” and SIC-31, “Revenue – Barter Transactions Involving Advertising Services.” IFRS 15 provides a single, principle-based five-step model that will apply to all contracts with customers with limited exceptions, including, but not limited to, leases within the scope of IAS 17 and financial instruments and other contractual rights or obligations within the scope of IFRS 9 “Financial Instruments,” IFRS 10, “Consolidated Financial Statements” and IFRS 11, “Joint Arrangements.” In addition to the five-step model, the standard specifies how to account for the incremental costs of obtaining a contract and the costs directly related to fulfilling a contract. The standard’s requirements will also apply to the recognition and measurement of gains and losses on the sale of some non-financial assets that are not an output of the entity’s ordinary activities. IFRS 15 is required for annual periods beginning on or after January 1, 2017; earlier adoption is permitted. The Company is in the process of assessing the impact of IFRS 15 on its consolidated financial statements.

IFRS 16 Leases (“IFRS 16”), sets out the principles for the recognition, measurement and disclosure of leases. IFRS 16 provides revised guidance on identifying a lease and for separating lease and nonlease components of a contract. IFRS 16 introduces a single accounting model for all lessees and requires a lessee to recognize right-of-use assets and lease liabilities for leases with terms of more than 12-months, unless the underlying asset is of low value. Under IFRS 16, lessor accounting for operating and finance leases will remain substantially unchanged. IFRS 16 is effective for annual periods beginning on or after January 1, 2019, with earlier application permitted for entities that apply IFRS 15.

IAS 1 – Presentation of Financial Statements (“IAS 1”) was amended in December 2014 in order to clarify, among other things, that information should not be obscured by aggregating or by providing immaterial information, that materiality consideration apply to all parts of the financial statements and that even when a standard requires a specific disclosure, materiality considerations do apply. The amendments are effective for annual periods beginning on or after January 1, 2016. Earlier adoption is permitted.

IAS 16 Property, Plant and Equipment (“IAS 16”) and IAS 38 Intangible Assets (“IAS 38”) - The amendment is applied retrospectively and clarifies in IAS 16 and IAS 38 that the asset may be revalued by reference to observable data on either the gross or the net carrying amount. In addition, the accumulated depreciation or amortization is the difference between the gross and carrying amounts of the asset. The Company is in the process of assessing the impact of IFRS 16 and IAS 38 on its consolidated financial statements. This policy will become effective for annual periods starting after, or on January 1, 2016. Earlier adoption is permitted.


ADDITIONAL DISCLOSURE FOR VENTURE ISSUERS WITHOUT SIGNIFICANT REVENUE

DISCLOSURE OF OUTSTANDING SHARE DATA

The following table sets forth information concerning the outstanding securities of the Company as at April 29, 2016:

Share Capital Number

Shares 110,388,033

Warrants 37,008,900

Options 8,065,000

Convertible debentures 5,745,000

See note 13 to the consolidated financial statements for the years ended December 31, 2015 and 2014 for more detailed disclosure of outstanding share data.


($) ($)

Exploration and evaluation expenditures:

Capitalized exploration costs (cumulative) 21,390,348 18,027,812

Total Assets 30,305,464 31,944,571

For the years ended December 31, 2015 2014

($) ($)

Land & lease costs - 450,000

Exploration: Intangible drilling and other 424,654 1,652,281

Geophysical and administrative 2,873,257 20,218,685

Exploration and evaluation expenditures net additions for the year 3,297,911 22,320,966

Corporate Expenses for the years ended December 31, 2015 2014

($) ($)

General and administrative 1,546,257 1,673,223

Interest income (5,314) (35,626)

Management and consulting 1,980,247 2,086,261

Stock-based compensation - 248,000

Professional fees 98,363 405,948

Shareholders' information 83,686 113,168

Gain on revaluation of warrant liability -200,000 (600,000)

Foreign exchange (gain) loss (631,600) 438,968

(Recovery) Impairment of exploration and evaluation expenditures (64,625) 40,671,287

Exploration contract cancellation fees 23,470,102 -

26,277,116 45,001,229


RISKS AND UNCERTAINTIES

Overview

The business of the Company consists of oil and gas exploration in Guyana, South America. There are a number of inherent risks associated with oil and gas exploration and development, as well as local, national and international economic and political conditions that may affect the success of CGX which are beyond CGX’s control, particularly since its operations are located in a foreign country. Many of these factors involve a high degree of risk which a combination of experience, knowledge and careful evaluation may not overcome.

CGX has prioritized the risk factors. Readers are cautioned that this categorization is a subjective view of the Company and the categorization of these risk factors could change because of future events.

If any of the following risks materialize into actual events or circumstances or other possible additional risks and uncertainties of which the Company is currently unaware or which it considers not to be material in relation to the Company’s business, actually occur, the Company’s assets, liabilities, financial condition, results of operations (including future results of operations), business and business prospects, are likely to be materially and adversely affected. In such circumstances, the price of the Company’s securities could decline and investors may lose all or part of their investment. For more information, please see the Company’s Annual Information Form which is available on SEDAR at www.sedar.com.

Stage of Development

An investment in CGX is subject to certain risks related to the nature of CGX’s business and its early stage of development. There are numerous factors which may affect the success of CGX’s business which are beyond CGX’s control including local, national and international economic and political conditions. CGX’s business involves a high degree of risk which a combination of experience, knowledge and careful evaluation may not overcome. CGX’s operations in Guyana have exposed CGX to risks which may not exist for domestic operations such as political and currency risks. CGX has a limited history of operations and there can be no assurance that CGX’s business will be successful or profitable or that additional commercial quantities of oil and/or natural gas will be discovered by CGX. CGX has not paid any dividends and it is unlikely to pay dividends in the immediate or foreseeable future.

Global Economic Downturn

In the event of a continued general economic downturn or a recession, there can be no assurance that the business, financial condition and results of operations of the Company would not be materially adversely affected.

Current global financial conditions have been subject to increased volatility and numerous commercial and financial enterprises have either gone into bankruptcy or creditor protection or have had to be rescued by governmental authorities. Access to public financing has been negatively impacted by sub-prime mortgage defaults in the United States, the liquidity crisis affecting the asset-backed commercial paper and collateralized debt obligation markets, massive investment losses by banks with resultant recapitalization efforts and deterioration in the global economy. Although economic conditions improved in 2013, the recovery from the recession since then has been slow in various jurisdictions including in Europe and the United States and has been impacted by various ongoing factors including sovereign debt levels and high levels of unemployment which continue to impact commodity prices and have resulted in high volatility in the stock market.

Petroleum prices are expected to remain volatile for the near future as a result of market uncertainties over the supply and demand of these commodities due to the current state of the world economies, OPEC actions and the ongoing global credit and liquidity concerns.


These factors may impact the Company’s ability to obtain equity, debt or bank financing on terms commercially reasonable to the Company, or at all. Additionally, these factors, as well as other related factors, may cause decreases in asset values that are deemed to be other than temporary, which may result in impairment losses. If these increased levels of volatility and market turmoil continue, the Company’s operations could be adversely impacted and the trading price of the Company’s securities could continue to be adversely affected.

Industry Conditions

The marketability and price of oil and natural gas which may be acquired or discovered by CGX will be affected by numerous factors beyond the control of CGX. The ability of CGX to market its oil and natural gas discovered may depend upon its ability to access third party transportation, processing facilities and acquire space on pipelines which deliver oil and natural gas to commercial markets. CGX is also subject to market fluctuations in the prices of petroleum, uncertainties related to the delivery and proximity of its reserves to pipelines and processing facilities, operational problems with such pipelines and facilities and extensive government regulation relating to prices, taxes, royalties, land tenure, allowable production, the export of petroleum and many other aspects of the petroleum business.

The petroleum industry is subject to varying environmental regulations in each of the jurisdictions in which CGX may operate. Environmental regulations place restrictions and prohibitions on emissions of various substances produced concurrently with petroleum and can impact on the selection of drilling sites and facility locations, potentially resulting in increased capital expenditures. CGX may be responsible for abandonment and site restoration costs. Infrastructure development in Guyana where the Company operates is limited.

All of these factors may affect the Company’s ability to explore and develop its properties in a timely manner and to store and transport its petroleum production if reserves are located.

Common Share Price Volatility

A number of factors could influence the volatility in the trading price of the Common Shares, including changes in the economy or in the financial markets, industry related developments, and the impact of changes in CGX’s daily operations. Each of these factors could lead to increased volatility in the market price of the Common Shares. In addition, variations in earnings estimates by securities analysts and the market prices of the securities of CGX’s competitors may also lead to fluctuations in the trading price of the Common Shares.

Recent Distress in Financial Markets

In the future, the Company may require debt financing to grow its business. The recent distress affecting the financial markets and the possibility that financial institutions may consolidate or go bankrupt has reduced levels of activity in the credit markets. This could diminish the amount of financing available to companies. In addition, such turmoil in the financial markets could significantly increase the Company’s costs associated with borrowing. The Company’s liquidity and its ability to access the credit or capital markets may also be adversely affected by changes in the financial markets and the global economy. Continuing turmoil in the financial markets could make it more difficult for the Company to access capital, sell assets, refinance existing indebtedness, enter into agreements for new indebtedness or obtain funding through the issuance of securities. In addition, there could be a number of follow-on effects from the credit crisis on the Company, including insolvency of customers, key suppliers and other counterparties to the Company and foreign exchange derivative instruments.

Banks have been adversely affected by the worldwide economic crisis and have severely curtailed existing liquidity lines, increased pricing and introduced new and tighter borrowing restrictions to corporate borrowers, with extremely limited access to new facilities or for new borrowers. These factors could negatively impact the Company’s ability to access liquidity needed for the Company’s business in the longer term.


Financing

The Company’s future capital requirements on its existing assets exceed existing cash resources, which requires CGX to raise additional financing. The ability of CGX to arrange such financing in the future will depend in part upon the prevailing capital market conditions as well as the business performance of CGX. This in turn could limit growth prospects in the short run or may even require CGX to dedicate cash flow, dispose of properties or raise new equity to continue operations under circumstances of declining energy prices, disappointing drilling results, or economic or political dislocation in foreign countries. There can be no assurance that CGX will be successful in its efforts to arrange additional financing on terms satisfactory to CGX. This may be further complicated by the limited market liquidity for shares of smaller companies such as CGX, restricting access to some institutional investors. If additional financing is raised by the issuance of shares from the treasury of CGX, control of CGX may change and shareholders may suffer additional dilution.

From time to time, CGX may enter into transactions to acquire assets or the shares of other corporations. These transactions may be financed partially or wholly with debt, which may temporarily increase CGX’s debt levels above industry standards.

CGX’s future cash flow for operations and financing is subject to a number of variables, including among others: (i) the outcome of the current well program; (ii) the Company’s ability to locate or acquire reserves; (iii) the Company’s ability to extract oil from such reserves; (iv) the cost and the timeframes for government authorizations and/or licence extensions; (v) current financial market conditions and available liquidity with such markets (refer to “Recent Distress in Financial Markets” below); and (vi) the prices for which any produced oil is sold.

Expiry and/or Termination of PAs and PPLs

CGX’s interests are held by way of participating interests in PPLs governed by PAs. If CGX, or its joint licences under an applicable PA or licence, fail to meet the specific requirement(s) of a particular PA or licence its interest may terminate or expire. There can be no assurance that any of the obligations required to maintain the Company’s interests will be met and that CGX will not lose any of its participating interests in such petroleum agreements and licences.

With respect to the Corentyne, Demerara and Berbice PPLs held by the Company, annual lease rental payments were submitted as required to the applicable regulatory authority and on March 8, 2013, the GGMC issued a comfort letter confirming that each of the PPLs are in good standing.

Political Risks

The majority of CGX’s current operations are presently conducted in Guyana, South America and as such, CGX’s operations are exposed to various levels of political, economic and other risks and uncertainties. These risks and uncertainties vary from country to country and include, but are not limited to: currency exchange rates; high rates of inflation; labour unrest; border disputes between countries; renegotiation or nullification of existing concessions, licences, permits and contracts; changes in taxation policies; restrictions on foreign exchange; changing political conditions; currency controls and governmental regulations that favour or require the awarding of contracts to local contractors or require foreign contractors to employ citizens of, or purchase supplies from, a particular jurisdiction.

Future political actions cannot be predicted and may adversely affect CGX. Changes, if any, in petroleum or investment policies or shifts in political attitude in the country of Guyana and border disputes affecting CGX’s rights to explore and develop for oil and gas may adversely affect CGX’s business, results of operations and financial condition. Future operations may be affected in varying degrees by government regulations with respect to, but not limited to, restrictions on production, price controls, export controls, currency remittance, income taxes, foreign investment, maintenance of claims, environmental legislation, land use, land claims of local people and water use. The possibility that future governments may adopt substantially different policies, which may extend to the expropriation of assets, cannot be ruled out.


Failure to comply strictly with applicable laws or regulations relating to the petroleum regime, could result in loss, reduction or expropriation of entitlements. The occurrence of these various factors and uncertainties cannot be accurately predicted and could have an adverse effect on CGX’s consolidated business, results of operations and financial condition.

Significant Capital Investments and Expenses

The oil and gas exploration and production industry is capital intensive and as such the Company expects to have substantial expenditures as it continues to fulfill its commitments and explore for petroleum reserves. CGX has financed its exploration activities with funds obtained from the private placements conducted in 2013 - 2010. CGX continues to explore financing mechanisms to allow the Company to meet future work commitments and to allow the Company to fully explore its existing PPL. The Company all continues to work towards securing Joint Venture Partners for its three PPLs.

Risks of Foreign Operations

CGX’s material petroleum assets and operations are located in Guyana. As such, CGX is subject to political, economic, and contractual uncertainties, including, but not limited to, renegotiation or nullification of existing agreements and licences, expropriation of property without fair compensation, changes in energy policies or the personnel administering them, nationalization, currency fluctuations and devaluations, exchange controls and royalty and tax increases, changes in taxation policies, economic sanctions and other risks arising out of foreign governmental sovereignty over the areas in which CGX’s operations are conducted. CGX’s operations may also be adversely affected by laws and policies of Canada affecting foreign trade, investment, and taxation, including proposed amendments to the Income Tax Act (Canada) relating to the taxation of foreign affiliates announced on August 19, 2011, which received first reading in the House of Commons on November 21, 2012 as Bill C-48.

In the event of a dispute arising in connection with CGX’s operations in Guyana, CGX may be subject to the exclusive jurisdiction of foreign courts or may not be successful in subjecting foreign persons to the jurisdictions of the courts of Canada or enforcing Canadian judgments in such other jurisdictions. CGX may also be hindered or prevented from enforcing its rights with respect to a governmental instrumentality because of the doctrine of sovereign immunity. Accordingly, CGX’s exploration and development activities in Guyana could be substantially affected by factors beyond CGX’s control, any of which could have a material adverse effect on CGX.

Offshore Operations CGX is actively exploring for hydrocarbons offshore the coast of Guyana. Offshore operations involve a higher degree of risk than onshore operations due to their remoteness. Fires and explosions on drilling rigs and other offshore platforms are more likely to result in personal injury, loss of life and damage to property due to the remote locations and time required for rescue personnel to get to the location. Blow-outs and spills are more likely to result in significant environmental damage to the marine environment and can be difficult to contain and difficult and expensive to remediate. Although CGX intends to operate in accordance with all recommended and required health, safety and environment practices which will reduce such risks, there can be no assurance that these risks can be avoided. The occurrence of any of these events could have a materially adverse effect on the Company.

Petroleum Exploration Operations

An investment in CGX is subject to certain risks related to the nature of CGX’s business as an oil and gas exploration company. Petroleum exploration involves a high degree of risk and there is no assurance that expenditures made on exploration activities by CGX will result in the discovery or ultimate production of hydrocarbons. It is often difficult to project the costs of undertaking exploratory drilling programs due to the inherent uncertainties of drilling in unknown formations, the costs associated with encountering various drilling conditions such as over-pressured zones and tools lost in the hole, and changes in drilling plans and locations as a result of prior exploratory wells or additional technical data and interpretations.


CGX does not know if any of its exploration prospects will contain petroleum in quantities or quality that are sufficient to recover the costs of drilling and exploration, or to be economically viable.

Currently, there are no reserves associated with CGX’s PPLs in Guyana. CGX has identified exploration prospects based on seismic and geological information that indicates the possible presence of petroleum. However, the areas in which CGX has decided to drill may not produce petroleum in commercial quantities or quality, or CGX may not discover petroleum at all. The future value of CGX is therefore dependent on the success or otherwise of CGX’s activities which are principally directed toward the further exploration, appraisal and development of its assets in Guyana. CGX has a right to explore and appraise such assets in Guyana but does not have a right to produce same until such time as the reserves are determined to be commercial. Exploration, appraisal and development of petroleum reserves is speculative and involves a significant degree of risk. There is no guarantee that exploration or appraisal of the Guyana assets will lead to a commercial discovery or, if there is commercial discovery, that CGX will be able to realize such reserves as intended. Not all properties that are explored are ultimately produced. If at any stage CGX is precluded from pursuing its exploration or development programs, or such programs are otherwise not continued, CGX’s business, financial condition and/or results of operations and, accordingly, the trading price of the Common Shares, is likely to be materially adversely affected.

Drilling Risks and Other Operating Risks

CGX’s operations are subject to all the operational risks inherent to offshore exploration and development of hydrocarbons and the drilling of wells, including among others, unsatisfactory performance of service providers engaged to carry out operations required for the drilling and analysis of wells, natural disasters, encountering unexpected formations or pressures, premature declines of reservoirs, invasion of water into producing formations, formations with abnormal pressures, mechanical problems with equipment, potential for substantial environmental damage, blow-outs, cratering, fires and spills, all of which could result in personal injuries, loss of life and damage to the property of CGX and others. In accordance with industry practice, CGX has normal and customary insurance coverage to address certain of these risks; however, such insurance in the future may not be available, may be price-prohibitive or contain limitations on liability that may not be sufficient to cover the full extent of such liabilities. While management of CGX believes that the respective insurance coverage will be sufficient, there can be no assurance that CGX will be fully covered by such insurance. In addition, such risks may not in all circumstances be insurable or, in certain circumstances, CGX may elect not to obtain insurance to deal with specific risks due to the high premiums associated with such insurance or other reasons. The payment of such uninsured liabilities would reduce the funds available to CGX. CGX obtains insurance for its operations, as appropriate for each specific activity. It also generally insists that subcontractors have insurance sufficient to cover their own people and property and to indemnify CGX for such claims. CGX further requires that all subcontractors provide CGX with verified certificates of insurance for all operations for which they have been contracted by CGX. CGX obtains insurance to the extent it deems necessary based on advice from its insurance professionals and generally accepted industry practice.

CGX has health, safety and environmental policies that it applies to all operations. It also insists that contractors have verifiable health, safety and environmental standards, policies and documented implementation that attempt to reduce the possibility and size of insurance claims.

The occurrence of a significant event that CGX is not fully insured against, or the insolvency of the insurer of such event, could have a material adverse effect on CGX’s financial position and/or its results of operations.

Seismic Data and Resource Estimates

There are numerous uncertainties inherent in estimating quantities of resources, including many factors beyond the control of the Company. When properly used and interpreted, seismic data and visualization techniques are important tools used to assist geoscientists in identifying sub-surface structures and indicators of hydrocarbons; however, these data do not allow the Company to know whether the


hydrocarbons are effectively present in the structures. Estimates of resources depend largely upon the reliability of available geological and engineering data and require certain assumptions to be made in order to assign resource volumes. Geological and engineering data is used to determine the probability that a reservoir of oil and/or natural gas exists at a particular location, and whether, and to what extent, such hydrocarbons are recoverable from the reservoir. Accordingly, the ultimate resources discovered by the Company may be significantly less than its estimates.

There is also no guarantee that the Prospective Resources attributed to each of the Company’s PPLs will be discovered or become commercially viable. The Company’s drilling activities may not be successful or may not be economically viable which may have a material adverse effect on the Company’s share price.

Reserves and Prospective Resources involve different risks associated with achieving commerciality. To be classified as reserves, estimated recoverable quantities must be associated with a project that has demonstrated commercial viability. In estimating reserves, the chance of commerciality is effectively 100%. For Prospective Resources, the chance of commerciality will be the product of the chance that a project will result in the discovery of petroleum and the chance that an accumulation will be commercially developed. By definition, reserves are commercially (and hence economically) recoverable. There is no guarantee that the Prospective Resources attributed to each of the Company PPLs will be discovered or become commercially viable.

Future Development

Development of any potential discovery may be affected by increased costs, the excessive costs of capital, or political or environmental factors. For example, the unavailability or high cost of drilling rigs or other essential equipment, materials or personnel could negatively impact the ability of the Company to economically develop future reserves. Additionally, engineering complications, political events or natural disasters could delay or prevent a development project. Additionally, the budgeting of these costs for such projects may be difficult.

Negative Operating Cash Flow The Company had negative operating cash flow for years ended December 31, 2015 and 2014. Until at least such time as the Company is able to produce oil and gas from its reserves and resources, the Company does not expect to have any positive cash flow. To the extent that the Company has negative cash flow in future periods, the Company may need to deploy a portion of its cash reserves to fund such negative cash flow.

Third Party Credit Risk

CGX is or may be exposed to third party credit risk through its contractual arrangements with its current or future joint venture partners, or other parties. In the event such entities fail to meet their contractual obligations to CGX, such failures could have a material adverse effect on CGX and its cash flow from operations.

Foreign Subsidiaries

CGX conducts operations through its Bahamian, Guyanese, United States and Barbadian subsidiaries. Therefore, to the extent of operations conducted by such subsidiaries, CGX will be dependent on the cash flows of these subsidiaries to meet its obligations. The ability of its subsidiaries to make payments to CGX may be constrained by: (i) the level of taxation, particularly corporate profits and withholding taxes, in the jurisdiction in which the subsidiary operates and any changes in tax laws or treaties; and (ii) the introduction of exchange controls or repatriation restrictions or the availability of hard currency to be repatriated.


Need to Add Reserves

CGX’s ability to achieve commercial production, and therefore its cash flows and earnings, are highly dependent upon CGX discovering or acquiring reserves. To the extent that cash flow from operations is insufficient and external sources of capital become limited or unavailable, CGX’s ability to make the necessary capital investments to expand its petroleum reserves will be impaired. There can be no assurance that CGX will be able to find and develop or acquire reserves at commercially feasible costs.

Assessments of Value of Acquisitions

Acquisitions of petroleum companies and petroleum assets are typically based on engineering and economic assessments made by independent engineers and the acquirer’s own assessments. These assessments will include a series of assumptions regarding such factors as recoverability and marketability of petroleum, future prices of petroleum and operating costs, future capital expenditures and royalties and other government levies which will be imposed over the producing life of the reserves. Many of these factors are subject to change and are beyond CGX’s control. In particular, the prices of, and markets for, petroleum products may change from those anticipated at the time of making such assessment. In addition, all such assessments involve a measure of geologic and engineering uncertainty which could result in lower production and reserves than anticipated. Initial assessments of acquisitions may be based on reports by a firm of independent engineers that are not the same as the firm that CGX may use for its year-end resource and reserve evaluations. Because each of these firms may have different evaluation methods and approaches, these initial assessments may differ significantly from the assessments of the firm used by CGX. Any such instance may offset the return on and value of the offered shares.

Environmental Regulation and Risks

Extensive national, state and local environmental laws and regulations in foreign jurisdictions affect nearly all of the operations of CGX. These laws and regulations set various standards regulating certain aspects of health and environmental quality and provide for penalties and other liabilities for the violation of such standards and establish in certain circumstances obligations to remediate current and former facilities and locations where operations are or were conducted. In addition, special provisions may be appropriate or required in environmentally sensitive areas of operation. There can be no assurance that CGX will not incur substantial financial obligations in connection with environmental compliance and that the cost of such compliance will not have a material adverse affect on CGX.

Significant liability could be imposed on CGX for damages, cleanup costs or penalties in the event of certain discharges into the environment, environmental damage caused by previous owners of properties purchased by CGX or non-compliance with environmental laws or regulations. Such liability could have a material adverse effect on CGX. Moreover, CGX cannot predict what environmental legislation or regulations will be enacted in the future or how existing or future laws or regulations will be administered or enforced. Compliance with more stringent laws or regulations, or more vigorous enforcement policies of any regulatory authority, could in the future require material expenditures by CGX for the installation and operation of systems and equipment for remedial measures, any or all of which may have a material adverse effect on CGX.

Environmental Protection

All phases of CGX’s operations are subject to environmental regulation in the various jurisdictions in which it operates. These regulations mandate, among other things, the maintenance of air and water quality standards and land reclamation. They also set forth limitations on the generation, transportation, storage and disposal of solid and hazardous waste. In particular, CGX is subject to the Guyana Environmental Protection Act 1996 (“Environmental Protection Act”) which provides for the management, conservation, protection and improvement of the environment, the prevention/control of pollution, the assessment of the impact of economic development on the environment and the sustainable use of natural resources and the matters incidental thereto or connected therewith. This legislation also


mandates the creation of the Guyana Environmental Protection Agency (the “EPA”) to implement compliance with the Environmental Protection Act.

The Environmental Protection Act establishes a wide range of sanctions and penalties, both criminal and civil, for violations of the provisions of the Environmental Protection Act. These sanctions and penalties include, but are not limited to:

varying monetary fines or imprisonment depending on the gravity of the offence (if the offender has been convicted of an offence under the Environmental Protection Act and has benefited monetarily from the violation, a court may order a fine in an amount equal to the court's estimation of the amount of monetary benefits notwithstanding the maximum fine that may be imposed. To expedite settlement, authorized officers of the EPA, may by notice, offer the option of discharging liabilities in consideration of the offender making immediate payment to the EPA equal to two-thirds of the minimum penalty prescribed within 28 days of the date of the notice sent by the officer);

suspension, cancellation or revocation of a permit or authorization;

order to cease (or make no changes to) construction, operation, or other activities;

prohibition notices (similar to an injunction);

enforcement notices;

mandating actions to prevent, ameliorate, correct, mitigate, restore or otherwise address environmental harm within a specified time;

community service;

order compensation to aggrieved persons; and

injunctions (upon application to the High Court of Guyana).

To date, applicable environmental legislation has had no material financial or operational effects upon the operations of CGX.

Regulatory

Petroleum operations are subject to extensive controls and regulations imposed by various levels of government that may be amended from time to time such as extensive government regulation relating to price, taxes, royalties, land tenure, allowable production, the export of petroleum and many other aspects of the petroleum business. CGX’s operations may require licences and permits from various governmental authorities. There can be no assurance CGX will be able to obtain all necessary licences and permits that may be required to carry out exploration and development at its projects. It is not expected that any of these controls or regulations will affect the operations of CGX in a manner materially different than they would affect other petroleum companies of similar size.

Title to Properties and Assets

Title reviews have been conducted on CGX’s existing properties and to the knowledge of CGX, CGX does have good title to its existing properties and in accordance with industry standards title reviews are conducted prior to the purchase of most petroleum producing properties or the commencement of drilling wells. Such reviews do not guarantee or certify that an unforeseen defect in the chain of title will not arise to defeat the claim of CGX which could result in the loss of title and a reduction of the revenue received by CGX.

Competition

Competition could adversely affect CGX’s performance. The petroleum industry is characterized by intense competition and CGX competes directly with other companies that have greater technical and financial resources. Many of these competitors not only explore for and produce petroleum but also carry on refining operations and market petroleum and other products on an international basis. The industry also competes with other industries who supply non-petroleum energy products.


Operational Dependence

Other companies may operate some of the PPLs in which the Company has an interest. As a result, the Company will have limited ability to exercise influence over the operation of those activities or their associated costs, which could adversely affect the Company’s financial performance. The Company’s return on interests operated by others therefore depends upon a number of factors that may be outside of the Company’s control, including the timing and amount of capital expenditures, the operator's expertise and financial resources, the approval of other participants, the selection of technology and risk management practices.

Fluctuations in Foreign Currency Exchange Rates

All of CGX’s operations are located in foreign jurisdictions. Fluctuations in the United States dollar and the Guyanese dollar exchange rates may cause a negative impact on revenue and costs and could have a material adverse impact on CGX’s operations.

Potential Conflicts of Interest

There are potential conflicts of interest to which some of the directors or officers of CGX or its controlling shareholder Pacific will be subject in connection with the operations of CGX. Pacific and some of the directors and officers and are engaged and will continue to be engaged in the search of petroleum interests on their own behalf and on behalf of other corporations, and situations may arise where Pacific, the directors and officers will be in direct competition with CGX. Conflicts of interest, if any, which arise will be subject to and be governed by procedures prescribed by the Business Corporations Act (Ontario) which requires a director or officer of a corporation who is a party to or is a director or an officer of or has a material interest in any person who is a party to a material contract or proposed material contract with CGX, to disclose his interest and to refrain from voting on any matter in respect of such contract, unless otherwise permitted under the Business Corporations Act (Ontario).

Availability of Personnel and Equipment

The competition for qualified personnel in the petroleum industry is intense and there can be no assurance that CGX will be able to continue to attract and retain all personnel necessary for the development and operation of its business. Investors must rely upon the ability, expertise, judgment, discretion, integrity and good faith of the management of CGX, as the case may be. Petroleum exploration and development activities are dependent on the availability of drilling and related equipment in the particular areas where such activities will be conducted. Demand for a rig suitable for the contemplated drilling activities of the Company or access restrictions may affect the availability of such equipment to the Company and may delay exploration and development activities.

CRITICAL ACCOUNTING ESTIMATES

The preparation of these consolidated financial statements requires management to make judgements and estimates and form assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Such estimates primarily relate to unsettled transactions and events as at the date of the consolidated financial statements. On an ongoing basis, management evaluates its judgements and estimates in relation to assets, liabilities, revenue and expenses. Management uses historical experience and various other factors it believes to be reasonable under the given circumstances as the basis for its judgements and estimates. Actual outcomes may differ from these estimates under different assumptions and conditions. The most significant estimates relate to exploration and evaluation expenditures, warrant liability, valuation of deferred income tax amounts, cash generating units and impairment testing, functional currency and the calculation of share‐based payments. Significant estimates and judgments made by management in the preparation of these consolidated financial statements are outlined below:


Exploration and evaluation

The application of the Company’s accounting policy for exploration and evaluation expenditure requires judgement to determine whether it is likely that future economic benefits are likely, from future either exploitation or sale, or whether activities have not reached a stage which permits a reasonable assessment of the existence of reserves. The determination of reserves and resources is itself an estimation process that requires varying degrees of uncertainty depending on how the resources are classified. These estimates directly impact when the Company defers exploration and evaluation expenditure. The deferral policy requires management to make certain estimates and assumptions as to future events and circumstances, in particular, whether an economically viable extraction operation can be established. Any such estimates and assumptions may change as new information becomes available. If, after expenditure is capitalised, information becomes available suggesting that the recovery of the expenditure is unlikely, the relevant capitalised amount is written off in profit or loss in the period when the new information becomes available.

Income taxes

Tax interpretations, regulations and legislation in the various jurisdictions in which the Company and its subsidiaries operate are subject to change and interpretation. As such, income taxes are subject to measurement uncertainty. The Company follows the liability method for calculating deferred taxes. Assessing the recoverability of deferred tax assets requires the Company to make significant estimates related to the expectations of future cash flows from operations and the application of existing tax laws. To the extent that future cash flows and taxable income differ significantly from estimates, the ability of the Company to realize the deferred tax assets and liabilities recorded at the statement of financial position date could be impacted. Additionally, changes in tax laws could limit the ability of the Company to obtain tax deductions in the future.

Cash generating units

Cash generating units (“CGUs”) are identified to be the major producing fields, the lowest level at which there are identifiable cash inflows that are largely independent of cash inflows of other groups of assets. The determination of CGUs requires judgment in defining a group of assets that generate cash inflows that are largely independent of the cash inflows from other assets or groups of assets. CGUs are determined by similar geological structure, shared infrastructure, geographical proximity, commodity type, similar exposure to market risks and materiality.

The Company prepares and reviews separate detailed budgets and forecast calculations for each of the cash generating units. Impairment assessment is generally carried out separately for each CGU based on cash flow forecasts calculated based on proven reserves for each CGU (value in use). As at December 31, 2015, the Company has does not have any CGU’s, but has identified potential CGU’s based on its PPL.

Share based payments and warrant liability

The Black-Scholes option pricing model is used to determine the fair value for the share based payments and warrants liability and utilizes subjective assumptions such as expected price volatility and expected life of the option or warrant. Discrepancies in these input assumptions can significantly affect the fair value estimate.

Functional currency

The determination of the Company’s functional currency requires analyzing facts that are considered primary factors, and if the result is not conclusive, the secondary factors. The analysis requires the Company to apply significant judgment since primary and secondary factors may be mixed. In determining its functional currency the Company analyzed both the primary and secondary factors,


including the currency of the Company’s operating costs in Canada, United States and Guyana, and sources of equity financing.

Evaluation of Disclosure Controls and Procedures and Internal Control over Financial Reporting

Internal Control over Financial Reporting

Disclosure controls and procedures (“DC&P”), as defined in National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings, are designed to provide reasonable assurance that information required to be disclosed in its annual filings, interim filings or other reports filed or submitted by the Company under securities legislation is recorded, processed, summarized and reported within the time periods specified in the securities legislation and include controls and procedures designed to ensure that information required to be disclosed by the Company in its annual filings, interim filings or other reports filed or submitted under securities legislation is accumulated and communicated to the Company’s management, including the Chief Executive Officer and the Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Internal control over financial reporting (“ICFR”), as defined in National Instrument 52-109, includes those policies and procedures that:

1) Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets of CGX;

2) Are designed to provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with the accounting principles used to prepare CGX’s financial statements and that receipts and expenditures of CGX are being made only in accordance with authorizations of management and directors of CGX; and

3) Are designed to provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the annual financial statements or interim financial reports.

Management assessed the effectiveness of the design of the Company’s internal controls over financial reporting as of December 31, 2015.

Based on this assessment, the officers concluded that as of December 31, 2014, CGX maintained effectively designed ICFR. It should be noted that while CGX’s officers believe that the Company’s controls provide a reasonable level of assurance with regard to their effectiveness, they do not expect that the DC&P and ICFR will prevent all errors and fraud. A control system, no matter how well conceived or operated, can provide only reasonable, but not absolute, assurance that the objectives of the control system are met.

There have been no significant changes to the Company’s DC&P and ICFR for the year ended December 31, 2015.

OTHER INFORMATION

This MD&A of the financial position and results of operation as at December 31, 2015, should be read in conjunction with the Company’s audited consolidated financial statements and related notes for the years ended December 31, 2015 and 2014. Additional information is accessible at the Company’s website www.cgxenergy.com or through the Company’s public filings available on SEDAR at www.sedar.com.


MANAGEMENT’S RESPONSIBILITY

Management is responsible for all information contained in this MD&A. The unaudited interim consolidated financial statements have been prepared in accordance with International Financial Reporting Standards and include amounts based on management’s informed judgments and estimates. The financial and operating information included in this MD&A is consistent with that contained in the unaudited interim consolidated financial statements in all material aspects.

Management maintains internal controls to provide reasonable assurance that financial information is reliable and accurate and assets are safeguarded.

April 29, 2016

“signed” Dewi Jones “signed” Tralisa Mara

Dewi Jones, Chief Executive Officer Tralisa Maraj, Chief Financial Officer

Audited Consolidated Financial Statements

For the years ended

December 31, 2015 and 2014

MANAGEMENT'S RESPONSIBILITY FOR FINANCIAL REPORTING

The accompanying consolidated financial statements of CGX Energy Inc. (the "Company") are the responsibility of the management and Board of Directors of the Company. The consolidated financial statements have been prepared by management, on behalf of the Board of Directors, in accordance with International Financial Reporting Standards (“IFRS”). When alternative accounting methods exist, management has chosen those it deems most appropriate in the circumstances. Financial statements are not precise since they include certain amounts based on estimates and judgements. Management has determined such amounts on a reasonable basis in order to ensure that the financial statements are presented fairly, in all material respects. The Company maintains systems of internal controls that are designed by management to provide reasonable assurance that its assets are safeguarded from loss or unauthorized use and to produce reliable accounting records for financial reporting purposes. The Board of Directors is responsible for reviewing and approving the audited consolidated financial statements together with other financial information of the Company and for ensuring that management fulfills its financial reporting responsibilities. An Audit Committee assists the Board of Directors in fulfilling this responsibility. The Audit Committee meets with management to review the financial reporting process and the audited consolidated financial statements together with other financial information of the Company. The Audit Committee reports its findings to the Board of Directors for its consideration in approving the audited consolidated financial statements together with other financial information of the Company for issuance to the shareholders. Management recognizes its responsibility for conducting the Company’s affairs in compliance with established financial standards, and applicable laws and regulations, and for maintaining proper standards of conduct for its activities. Toronto, Canada April 29, 2016

“Dewi Jones” “Tralisa Maraj” Dewi Jones Chief Executive Officer

Tralisa Maraj Chief Financial Officer

INDEPENDENT AUDITORS' REPORT To the Shareholders of CGX Energy Inc.

We have audited the accompanying consolidated financial statements of CGX Energy Inc., which comprise the consolidated statements of financial position as at December 31, 2015 and 2014 and the consolidated statements of comprehensive loss, changes in equity (deficit) and cash flows for the years then ended, and a summary of significant accounting policies and other explanatory information.

Management's responsibility for the consolidated financial statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

Auditors’ responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with Canadian generally accepted auditing standards. Those standards require that we comply with ethical requirements and plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditors' judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditors consider internal control relevant to the entity's preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained in our audits is sufficient and appropriate to provide a basis for our audit opinions.

Opinion

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of CGX Energy Inc. as at December 31, 2015 and 2014 and its financial performance and its cash flows for the years then ended in accordance with International Financial Reporting Standards.

Emphasis of matter

Without qualifying our opinion, we draw attention to Note 1 in the consolidated financial statements which indicates the Company has a history of operating losses and as at December 31, 2015 current liabilities exceed current assets by $33,810,588 and has an accumulated deficit of $284,810,181. These conditions, along with other matters set forth in Note 1, indicate the existence of a material uncertainty that may cast significant doubt on the Company’s ability to continue as a going concern.

Toronto, Canada April 29, 2016

The accompanying notes are an integral part of these consolidated financial statements.

CGX Energy Inc. Consolidated Statements of Financial Position

(US$)


$ $

Assets

Current assets

Cash and cash equivalents (note 6) 1,617,553 6,518,159

Trade receivables and other assets (note 7) 71,682 82,995

1,689,235 6,601,154

Property, plant and equipment (note 8) 7,225,881 7,315,605

Exploration and evaluation expenditures (note 9) 21,390,348 18,027,812

30,305,464 31,944,571

Liabilities

Current liabilities

Trade and other payables (notes 9, 10 and 11) 28,313,256 9,742,019

Loans from related party (note 10) 5,744,097 6,527,879

Convertible debentures from related party (note 10) 1,442,470 -

35,499,823 16,269,898

Warrant liability (note 12) 100,000 300,000

35,599,823 16,569,898

Equity

Share capital (note 13) 252,364,691 249,448,917

Reserve for share based payments (note 14) 27,151,131 24,458,821

Deficit (284,810,181) (258,533,065)

(5,294,359) 15,374,673

30,305,464 31,944,571

Nature of operations and going concern uncertainty (note 1)

Commitments and contingencies (notes 9 and 17)

Subsequent events (notes 9 and 19)

Approved on behalf of the Board of Directors on April 29, 2016: (“Signed” John Cullen) (“Signed” Dennis Mills) _________________________, Director _____________________________, Director John Cullen Dennis Mills


CGX Energy Inc. Consolidated Statements of Comprehensive Loss

(US$)


$ $

Operating expenses

General and administrative 1,546,257 1,673,223

Management and consulting (notes 10) 1,980,247 2,086,261

Professional fees 98,363 405,948

Share based compensation (note 14) - 248,000

Shareholder information 83,686 113,168

Foreign exchange (gain) loss (631,600) 438,968

3,076,953 4,965,568

Interest income (5,314) (35,626)

Gain on revaluation of warrant liability (note 12) (200,000) (600,000)

Exploration contract cancellation fees (note 9) 23,470,102 -

Recovery of previously impaired exploration and evaluation expenditures (note 9) (64,625) (1,028,713)

Impairment of exploration and evaluation expenditures (note 9) - 41,700,000

Net loss and comprehensive loss 26,277,116 45,001,229

Basic and diluted net loss per share 0.28 0.56

Weighted average number of shares (000’s) – basic and diluted 92,596 80,517

CGX Energy Inc. Consolidated Statements of Changes in Equity (Deficit)

(US$)


Share Capital Reserves

Number of Shares Amount

Share based Deficit Total

Balance at December 31, 2013 78,203,723 $245,293,961 $21,392,562 $(213,531,836) $ 53,154,687 Shares issued for exploration and

evaluation expenditures 9,280,065 4,154,956 - - 4,154,956 Shares to be issued for

exploration and evaluation expenditures - - 2,818,259 - 2,818,259

Share based compensation - - 248,000 - 248,000

Net loss and comprehensive loss for the year - - - (45,001,229) (45,001,229)

Balance at December 31, 2014 87,483,788 $249,448,917 $24,458,821 $(258,533,065) $ 15,374,673 Shares issued for exploration

and evaluation expenditures 6,254,245 2,818,259 (2,818,259) - -

Exercise of options 127,500 62,684 - - 62,684

Reserve transferred on exercise of options - 57,431 (57,431) - -

Shares to be issued for contract cancellation fees - (22,600) 5,500,000 - 5,477,400

Equity portion of convertible debenture - - 68,000 - 68,000

Net loss and comprehensive loss for the year - - - (26,277,116) (26,277,116)

Balance at December 31, 2015 93,865,533 $252,364,691 $27,151,131 $(284,810,181) $ (5,294,359)


CGX Energy Inc. Consolidated Statements of Cash Flow

(US$ Dollars)

Years ended December 31, 2015 2014

Operations $ $

Net loss for the year (26,277,116) (45,001,229)

Adjustments to reconcile net loss for the year to cash flow from operating activities:

Gain on revaluation of warrant liability (200,000) (600,000)

Unrealized foreign exchange (gain) loss (631,600) 438,968

Amortization 67,311 93,390

Interest accretion on loans and convertible debentures payable to related party 313,681 62,879

Shares to be issued for contract cancellation fees 5,500,000 -

Impairment of exploration and evaluation expenditures - 41,700,000

Share based compensation - 248,000

Net change in non-cash working capital items:

Trade receivables and other assets 11,313 588,574

Trade and other payables 17,829,244 15,114

Cash flow used in operating activities (3,387,167) (2,454,304)

Financing

Proceeds from loans or convertible debentures from related party (net of transaction costs) 1,491,900 6,670,000

Issuance of share on stock option exercises 62,684 -

Issuance of Common Shares (net of issuance costs) (22,600) (26,785)

Cash flow from financing activities 1,531,984 6,643,215

Investing

Additions to exploration and evaluation expenditures (2,595,630) (7,736,740)

Purchases of property, plant and equipment (2,500) (63,485)

Cash flow used in investing activities (2,598,130) (7,800,225)

Net decrease in cash and cash equivalents (4,453,313) (3,611,314)

Effect of exchange rate changes on cash held in foreign currencies (447,293) (643,968)

Cash and cash equivalents at beginning of year 6,518,159 10,773,441

Cash and cash equivalents at end of year 1,617,553 6,518,159

Supplementary Information

Interest paid - -

Income tax paid - -

CGX Energy Inc.

Notes to the Consolidated Financial Statements – (US$’s)

For the Years Ended December 31, 2015 and 2014

Page 8

General CGX Energy Inc. (“CGX” or the “Company”) is incorporated under the laws of Ontario. The Company’s head office is located at 333 Bay Street, Suite 1100, Toronto, Ontario, M5H 2R2. Its principal business activity is petroleum and natural gas exploration offshore Guyana, South America. 1. Nature of Operations and Going Concern Uncertainty The Company is in the process of exploring and evaluating petroleum and natural gas properties in the Guyana Suriname basin, a frontier basin in South America. The business of petroleum and natural gas exploration involves a high degree of risk and there can be no assurance that the Company’s exploration programs will result in profitable operations. The amounts shown as exploration and evaluation expenditures include acquisition costs and are net of any impairment changes to date; these amounts are not necessarily representative of present or future cash flows. The recoverability of the Company’s exploration and evaluation expenditures is dependent upon the discovery of economically recoverable petroleum and natural gas reserves; securing and maintaining title and beneficial interest in the properties; the ability to obtain the necessary financing to complete exploration, development and construction of processing facilities; obtaining certain government approvals and attaining profitable production or alternatively, upon the Company’s ability to dispose of its interest on an advantageous basis; all of which are uncertain.

The Company has a history of operating losses and as at December 31, 2015 had an excess of current liabilities over current assets of $33,810,588 (2014 - $9,668,744) and an accumulated deficit of $284,810,181 (2014 - $258,533,065). The ability of the Company to continue as a going concern is dependent on securing additional required financing through issuing additional equity, debt instruments, or sale of Company assets and/or obtain payments associated with a joint venture farm-out. As a result and given the Company’s capital commitment requirements under the Company’s Petroleum Production Licences (“PPL’s”) outlined in note 9 and its commitments outlined in note 15, the Company does not have sufficient cash flow to meet its operating requirements for the 12 month period from the balance sheet date. While the Company has been successful in raising financing in the past and believes in the viability of its strategy and that the actions presently being taken provide the best opportunity for the Company to continue as a going concern, there can be no assurances to that effect. As a result there exist material uncertainties which cast significant doubt as to the Company’s ability to continue as a going concern.

These consolidated financial statements do not include any adjustments related to the recoverability and classification of asset amounts or the amounts and classification of liabilities that might be necessary if the Company is unable to obtain additional financing which is critical to continue as a going concern.

2. Basis of Preparation 2.1 Statement of compliance

The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). These consolidated financial statements were approved and authorized by the Board of Directors of the Company on April 29, 2016. 2.2 Basis of measurement

The consolidated financial statements have been prepared on the historical cost basis except for certain non‐current assets and financial instruments, which are measured at fair value, as explained in the accounting policies set out in Note 3.

CGX Energy Inc.



Page 9

2. Basis of Preparation (continued) 2.3 Use of management estimates, judgments and measurement uncertainty The preparation of these consolidated financial statements requires management to make judgements and estimates and form assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting years. Such estimates primarily relate to unsettled transactions and events as at the date of the consolidated financial statements. On an ongoing basis, management evaluates its judgements and estimates in relation to assets, liabilities, revenue and expenses. Management uses historical experience and various other factors it believes to be reasonable under the given circumstances as the basis for its judgements and estimates. Actual outcomes may differ from these estimates under different assumptions and conditions. The most significant estimates relate to exploration and evaluation expenditures, warrant liability, valuation of deferred income tax amounts, cash generating units and impairment testing, functional currency and the calculation of share‐based payments. Significant estimates and judgments made by management in the preparation of these consolidated financial statements are outlined below: Exploration and evaluation (“E&E”) (Note 9) The application of the Company’s accounting policy for exploration and evaluation expenditures requires judgement to determine whether it is probable that future economic benefits are likely, from future either exploitation or sale, or whether activities have not reached a stage which permits a reasonable assessment of the existence of reserves. The determination of reserves and resources is itself an estimation process that requires varying degrees of uncertainty depending on how the resources are classified. These estimates directly impact when the Company defers exploration and evaluation expenditure. The deferral policy requires management to make certain estimates and assumptions as to future events and circumstances, in particular, whether an economically viable extraction operation can be established. Any such estimates and assumptions may change as new information becomes available. If, after expenditure is capitalised, information becomes available suggesting that the recovery of the expenditure is unlikely, the relevant capitalised amount is written off in profit or loss in the period when the new information becomes available. Functional Currency The determination of the Company's functional currency requires analyzing facts that are considered primary factors, and if the result is not conclusive, the secondary factors. The analysis requires the Company to apply significant judgment since primary and secondary factors may be mixed. In determining its functional currency the Company analyzed both the primary and secondary factors, including the currency of the Company's operating costs in Canada, United States and Guyana, and sources of equity financing. Cash generating units and impairment testing Cash generating units (“CGU’s”) are identified to be the major producing fields, the lowest level at which there are identifiable cash inflows that are largely independent of cash inflows of other groups of assets. The determination of CGUs requires judgment in defining a group of assets that generate cash inflows that are largely independent of the cash inflows from other assets or groups of assets. CGUs are determined by similar geological structure, shared infrastructure, geographical proximity, commodity type, similar exposure to market risks and materiality. The Company prepares and reviews separate detailed budgets and forecast calculations for each of the cash generating units. Impairment assessment is generally carried out separately for each CGU based on cash flow forecasts calculated based on proven reserves for each CGU (value in use).

CGX Energy Inc.



Page 10

2. Basis of Preparation (continued)

2.3 Use of management estimates, judgments and measurement uncertainty (continued) Income taxes Tax interpretations, regulations and legislation in the various jurisdictions in which the Company and its subsidiaries operate are subject to change and interpretation. As such, income taxes are subject to measurement uncertainty. The Company follows the liability method for calculating deferred taxes. Assessing the recoverability of deferred tax assets requires the Company to make significant estimates related to the expectations of future cash flows from operations and the application of existing tax laws. To the extent that future cash flows and taxable income differ significantly from estimates, the ability of the Company to realize the deferred tax assets and liabilities recorded at the statement of financial position date could be impacted. Additionally, changes in tax laws could limit the ability of the Company to obtain tax deductions in the future. Calculation of share based payments and warrant liability The Black-Scholes option pricing model is used to determine the fair value for the share based payments and warrant liability and utilizes subjective assumptions such as expected price volatility and expected life of the option or warrant. Discrepancies in these input assumptions can significantly affect the fair value estimate. 3. Summary of Significant Accounting Policies

3.1 Basis of consolidation The consolidated financial statements include the financial statements of the Company together with its wholly owned subsidiaries CGX Resources Inc., a Bahamian registered company (“CGX Resources”), 1524555 Alberta Ltd. (from date of incorporation to date of dissolution being July 3, 2013), an Alberta registered company, GCIE Holdings Limited, a Barbados registered company, CGX Energy Management Corp., a US registered company as well as its 62% interest in ON Energy Inc., a Guyana registered company (“ON Energy”). The results of subsidiaries acquired or disposed of during the year are included in the consolidated statement of comprehensive loss from the effective date of acquisition or up to the effective date of disposal, as appropriate. All inter-Company and intra-Company transactions, balances, income and expenses are eliminated in full on consolidation. Non‐controlling interests in the net assets of consolidated subsidiaries are identified separately from the

Company’s equity therein. Non‐controlling interests consist of the amount of those interests at the date of the original business combination and the non‐controlling interests’ share of changes in equity since the date of the combination. Losses applicable to the non‐controlling interests in excess of the Company’s interest in the subsidiary’s equity are allocated against the interests of the Company except to the extent that the non‐controlling interests have a binding obligation and are able to make an additional investment

to cover the losses. As at December 31, 2015 and 2014, the non‐controlling interests were immaterial and recorded as $Nil.

CGX Energy Inc.



Page 11

3. Summary of Significant Accounting Policies (continued) 3.2 Exploration and evaluation expenditures All licence acquisition, exploration and appraisal costs of technical services and studies, seismic acquisition, exploratory drilling and testing are initially capitalized by well, field, unit of account or specific exploration unit as appropriate. Expenditures directly associated with an exploration well are capitalized as exploration and evaluation assets until the drilling of the well is complete and the results have been evaluated. These costs include material and fuel used, rig costs and payments made to contractors. If no commercial reserves are found, the exploration asset is written off as dry hole expense. Expenditures incurred during the various exploration and appraisal phases, excluding dry hole costs, are carried forward, until the existence of commercial reserves and when the technical feasibility and commercial viability are demonstrable and approved by regulator. If commercial reserves have been discovered and technical feasibility and commercial viability are demonstrable, the carrying value of the exploration and evaluation assets, after any impairment loss, is reclassified as oil and gas properties. If technical feasibility and commercial viability cannot be demonstrated upon completion of the exploration phase, the carrying value of the exploration and evaluation costs incurred are expensed in the period this determination is made. Exploration and evaluation assets are tested for impairment when indicators of impairment are present and when exploration and evaluation assets are transferred to oil and gas properties. The Company has determined the level for assessing for impairment at the cash-generating unit level. The determination of CGUs requires judgment in defining a group of assets that generate cash inflows that are largely independent of the cash inflows from other assets or groups of assets. CGUs are determined by similar geological structure, shared infrastructure, geographical proximity, commodity type, similar exposure to market risks and materiality. 3.3 Decommissioning, restoration and similar liabilities (“Asset retirement obligation” or “ARO”) The Company recognizes liabilities for statutory, contractual, constructive or legal obligations, including those associated with the reclamation of petroleum and natural gas and PP&E, when those obligations result from the acquisition, construction, development or normal operation of the assets. Initially, a liability for an asset retirement obligation is recognized at its fair value in the period in which it is incurred. Upon initial recognition of the liability, the corresponding amount is added to the carrying amount of the related asset and the cost is amortized as an expense over the economic life of the asset using either the unit‐of‐production method or the straight‐line method, as appropriate. Following the initial recognition of the asset retirement obligation, the carrying amount of the liability is increased for the passage of time and

adjusted for changes to the current market‐based discount rate, amount or timing of the underlying cash flows needed to settle the obligation. 3.4 Loss per share The basic loss per share is computed by dividing the net loss by the weighted average number of Common Shares outstanding during the period. The diluted loss per share reflects the potential dilution of Common Share equivalents, such as outstanding stock options, in the weighted average number of Common Shares outstanding during the year, if dilutive. The Company uses the “treasury stock method” where assumed proceeds upon the exercise of the options and warrants that are used to purchase Common Shares at the average market price during the year. During the years ended December 31, 2015 and 2014 all the outstanding stock options and warrants were antidilutive.

CGX Energy Inc.



Page 12

3. Summary of Significant Accounting Policies (continued) 3.5 Share based payments Employees (including directors, officers and senior executives) of the Company receive a portion of their

remuneration in the form of share‐based payment transactions, whereby employees render services as consideration for equity instruments (“equity‐settled transactions”). In situations where equity instruments are issued and some or all of the goods or services received by the

entity as consideration cannot be specifically identified, they are measured at fair value of the share‐based payment. The costs of equity‐settled transactions with employees are measured by reference to the fair value at the date on which they are granted.

The costs of equity‐settled transactions are recognized, together with a corresponding increase in equity, over the period in which the performance and/or service conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to the award (the “vesting date”). The cumulative

expense is recognized for equity‐settled transactions at each reporting date until the vesting date reflects the Company’s best estimate of the number of equity instruments that will ultimately vest. The profit or loss charge or credit for a period represents the movement in cumulative expense recognized as at the beginning and end of that period and the corresponding amount is represented in share option reserve. No expense is recognized for awards that do not ultimately vest, except for awards where vesting is conditional upon a market condition, which are treated as vesting irrespective of whether or not the market condition is satisfied provided that all other performance and/or service conditions are satisfied. Where the terms of an equity‐settled award are modified, the minimum expense recognized is the expense as if the terms had not been modified. An additional expense is recognized for any modification which increases the total fair value of the share‐based payment arrangement, or is otherwise beneficial to the employee as measured at the date of modification. Any dilutive effect of outstanding options is reflected as additional dilution in the computation of earnings per share. 3.6 Property, plant and equipment PP&E are stated at cost less accumulated amortization and accumulated impairment losses. The cost of an item of PP&E consists of the purchase price, any costs directly attributable to bringing the asset to the location and condition necessary for its intended use and an initial estimate of the costs of dismantling and removing the item and restoring the site on which it is located. PP&E are stated at cost less accumulated amortization and accumulated impairment losses. The cost of an item of PP&E consists of the purchase price, any costs directly attributable to bringing the asset to the location and condition necessary for its intended use and an initial estimate of the costs of dismantling and removing the item and restoring the site on which it is located. Amortization is provided at rates calculated to write off the cost of PP&E, less their estimated residual value, using the declining balance method at the following rates:

Office, furniture and fixtures 20% Computer, software and equipment 30%

CGX Energy Inc.



Page 13

3. Summary of Significant Accounting Policies (continued) 3.6 Property, plant and equipment (continued) An item of PP&E is derecognized upon disposal, when held for sale or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on disposal of the asset, determined as the difference between the net disposal proceeds and the carrying amount of the asset, is recognized in the consolidated statement of comprehensive income. The Company conducts an annual assessment of the residual balances, useful lives and amortization methods being used for PP&E and any changes arising from the assessment are applied by the Company prospectively. Where an item of PP&E comprises major components with different useful lives, the components are accounted for as separate items of PP&E. Expenditures incurred to replace a component of an item of PP&E that is accounted for separately, including major inspection and overhaul expenditures are capitalized. 3.7 Taxation Income tax expense represents the sum of tax currently payable and deferred tax. Current income tax Current income tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted by the date of the statement of financial position. Deferred income tax Deferred income tax is provided using the liability method on temporary differences at the date of the statement of financial position between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred income tax liabilities are recognized for all taxable temporary differences, except:

where the deferred income tax liability arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and

in respect of taxable temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.

Deferred income tax assets are recognized for all deductible temporary differences, carry forward of unused tax credits and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences and the carry forward of unused tax credits and unused tax losses can be utilized except:

where the deferred income tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and

CGX Energy Inc.



Page 14

3. Summary of Significant Accounting Policies (continued) 3.7 Taxation (continued)

in respect of deductible temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, deferred income tax assets are recognized only to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilized.

The carrying amount of deferred income tax assets is reviewed at each date of the statement of financial position and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilized. Unrecognized deferred income tax assets are reassessed at each date of the statement of financial position and are recognized to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered. Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the date of the statement of financial position. Deferred income tax relating to items recognized directly in equity is recognized in equity and not in the statement of comprehensive income. Deferred income tax assets and deferred income tax liabilities are offset if, and only if, a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities which intend to either settle current tax liabilities and assets on a net basis, or to realize the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax assets or liabilities are expected to be settled or recovered. 3.8 Cash and cash equivalents Cash and cash equivalents in the statement of financial position comprise cash at banks and on hand, and short term deposits with a remaining maturity of 90 days or less on the date of acquisition and which are readily convertible into a known amount of cash. 3.9 Financial assets All financial assets are initially recorded at fair value and designated upon inception into one of the

following four categories: held‐to‐maturity, available‐for‐sale, loans‐and-receivables or at fair value through profit or loss (“FVTPL”). Financial assets classified as FVTPL are measured at fair value with unrealized gains and losses recognized through earnings. The Company’s cash and cash equivalents are classified as FVTPL. Financial assets classified as loans‐and‐receivables and held‐to‐maturity are measured at amortized cost.

The Company’s trade and other receivables are classified as loans‐and-receivables, with the exception of marketable securities which are classified as FVTPL.

Financial assets classified as held‐to‐maturity are measured at amortized cost. At December 31, 2015 and 2014, the Company has not classified any financial assets as held‐to‐maturity.

CGX Energy Inc.



Page 15

3. Summary of Significant Accounting Policies (continued) 3.9 Financial assets (continued) Purchases or sales of financial assets that require delivery of assets within a time frame established by regulation or convention in the marketplace (regular way trades) are recognized on the settlement date. Transactions costs associated with FVTPL financial assets are expensed as incurred, while transaction costs associated with all other financial assets are included in the initial carrying amount of the asset. 3.10 Financial liabilities

All financial liabilities are initially recorded at fair value and designated upon inception as FVTPL or other‐financial‐liabilities. Financial liabilities classified as other‐financial‐liabilities are initially recognized at fair value less directly

attributable transaction costs. After initial recognition, other‐financial-liabilities are subsequently measured at amortized cost using the effective interest method. The effective interest method is a method of calculating the amortized cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability, or, where appropriate, a shorter period. The Company’s trade and other payables, loans from related party and convertible debentures from related party are

classified as other‐financial‐liabilities. Financial liabilities classified as FVTPL include financial liabilities held for trading and financial liabilities designated upon initial recognition as FVTPL. Derivatives, including separated embedded derivatives are also classified as held for trading unless they are designated as effective hedging instruments. Fair value changes on financial liabilities classified as FVTPL are recognized through the statement of comprehensive income. At December 31, 2015 and 2014, the Company has not classified any financial liabilities as FVTPL. 3.11 Impairment of assets The Company assesses at each date of the statement of financial position whether a financial asset is impaired. Financial assets carried at amortized cost If there is objective evidence that an impairment loss on assets carried at amortized cost has been incurred, the amount of the loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows discounted at the financial asset’s original effective interest rate. The carrying amount of the asset is then reduced by the amount of the impairment. The amount of the loss is recognized in profit or loss. The Company assesses at each date of the statement of financial position whether a financial asset is impaired. If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognized, the previously recognized impairment loss is reversed to the extent that the carrying value of the asset does not exceed what the amortized cost would have been had the impairment not been recognized. Any subsequent reversal of an impairment loss is recognized in profit or loss.

CGX Energy Inc.



Page 16

3. Summary of Significant Accounting Policies (continued) 3.11 Impairment of assets (continued) Financial assets carried at amortized cost (continued) In relation to trade receivables, a provision for impairment is made and an impairment loss is recognized in profit and loss when there is objective evidence (such as the probability of insolvency or significant financial difficulties of the debtor) that the Company will not be able to collect all of the amounts due under the original terms of the invoice. The carrying amount of the receivable is reduced through use of an allowance account. Impaired debts are written off against the allowance account when they are assessed as uncollectible. Long-lived assets The carrying amounts of the Company’s long-term assets, other than deferred tax assets, are reviewed at each reporting date to determine whether there is any indication of impairment. If an indication of impairment exists, then the asset’s recoverable amount is estimated. E&E assets are also assessed for impairment when they are reclassified to PP&E, and if facts and circumstances suggest that the carrying amount exceeds the recoverable amount. For the purpose of impairment testing, assets are grouped into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets. The recoverable amount of an asset or a CGU is the greater of its value in use and its fair value less costs to sell (“FVLCTS”). Value in use is determined by estimating the present value of the pre-tax future net cash flows expected to be derived from the continued use of the asset or CGU. FVLCTS is based on available market information, where applicable. In the absence of such information, FVLCTS is determined using discounted future after tax net cash flows of proved plus probable reserves using forecast prices and costs. E&E assets are allocated to related CGUs where they will be assessed for impairment upon their eventual reclassification to PP&E. E&E assets not reclassified to PP&E are assessed for impairment on an operating segment level. An impairment loss is recognized if the carrying amount of an asset or its CGU exceeds its estimated recoverable amount. Impairment losses are recognized in net income (loss) in the statement of comprehensive loss. Impairment losses recognized in respect of CGUs are allocated first to reduce the carrying amount of any goodwill allocated to the units and then to reduce the carrying amounts of the other assets in the unit (group of units) on a pro-rata basis. Impairment losses recognized in prior years are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depletion and depreciation or amortization, if no impairment loss had been recognized. 3.12 Provisions Provisions are recognized when the Company has a present obligation (legal or constructive) that has arisen as a result of a past event and it is probable that a future outflow of resources will be required to settle the obligation, provided that a reliable estimate can be made of the amount of the obligation.

CGX Energy Inc.



Page 17

3. Summary of Significant Accounting Policies (continued) 3.12 Provisions (continued) Provisions are measured at the present value of the expenditures expected to be required to settle the

obligation using a pre‐tax rate that reflects current market assessments of the time value of money and the risk specific to the obligation. The increase in the provision due to passage of time is recognized as interest expense. 3.13 Related party transactions Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control or common significant influence, related parties may be individuals or corporate entities. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. Related party transactions are measured at the exchange amount, which is the amount agreed to between the Company and the related party. 3.14 Foreign currency transactions Functional and presentation currency Items included in the financial statements of each of the Company’s consolidated entities are measured using the currency of the primary economic environment in which each entity operates (the “functional currency”). The functional currency of the Company and each of its subsidiaries is the US$. The consolidated financial statements are presented in US$’s, which is the Company’s presentation currency. Transactions and balances Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where items are re-measured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in the statement of comprehensive loss. 3.15 Revenue recognition CGX recognizes interest revenue as earned on accrual basis. Gain on marketable securities includes realized and unrealized gains and losses on marketable securities which are recorded at fair market value based on level 1 quoted market prices as at the statement of financial position date. 3.16 New and revised standards and interpretations not yet adopted

New standards and interpretations adopted Effective January 1, 2015, the Company applied, for the first time, certain standards and amendments that require additional disclosures in the unaudited interim consolidated financial statements. The application of the following standards/amendments had no impact on the Company’s consolidated financial statements:

CGX Energy Inc.



Page 18

3. Summary of Significant Accounting Policies (continued)

3.16 New and revised standards and interpretations not yet adopted (continued)

New standards and interpretations adopted (continued)

IFRS 3 Business Combinations (“IFRS 3”) - The amendment is applied prospectively and clarifies that all contingent consideration arrangements classified as liabilities (or assets) arising from a business combination should be subsequently measured at fair value through profit or loss whether or not they fall within the scope of IFRS 9 (or IAS 39, as applicable).

IFRS 8 Operating Segments (“IFRS 8”) - The amendments are applied retrospectively and clarifies that: o An entity must disclose the judgements made by management in applying the aggregation criteria,

including a brief description of operating segments that have been aggregated and the economic characteristics (e.g., sales and gross margins) used to assess whether the segments are ‘similar’.

o The reconciliation of segment assets to total assets is only required to be disclosed if the reconciliation is reported to the chief operating decision maker, similar to the required disclosure for segment liabilities.

IFRS 13 – Fair Value Measurement (“IFRS 13”) was amended to clarify that the exception which allows fair value measurements of a group of financial assets and liabilities on a net basis applies to all contracts within the scope of IAS 39 or IFRS 9, regardless of whether they meet the definitions of financial assets or liabilities as defined in IAS 32.

IAS 24 Related Party Disclosures (“IAS 24”) - The amendment is applied retrospectively and clarifies that a management entity (an entity that provides key management personnel services) is a related party subject to the related party disclosures. In addition, an entity that uses a management entity is required to disclose the expenses incurred for management services.

New standards and interpretations to be adopted in future At the date of authorization of these Financial Statements, the IASB and IFRIC has issued the following new and revised Standards and Interpretations which are not yet effective for the relevant reporting periods and which the Company has not early adopted these standards, amendments and interpretations. However, the Company is currently assessing what impact the application of these standards or amendments will have on the consolidated financial statements of the Company.

In July 2014 the IASB issued the final amendments to IFRS 9, Financial Instruments (“IFRS 9”) which provides guidance on the classification and measurement of financial assets and liabilities, impairment of financial assets, and general hedge accounting. The Classification and measurement portion of the standard determines how financial assets and financial liabilities are accounted for in financial statements and, in particular, how they are measured on an ongoing basis. The amended IFRS 9 introduced a new, expected-loss impairment model that will require more timely recognition of expected credit losses. In addition, the amended IFRS 9 includes a substantially-reformed model for hedge accounting, with enhanced disclosures about risk management activity. The new standard is effective for annual periods beginning on or after January 1, 2018, with earlier adoption permitted.

IFRS 11 Joint Arrangements (“IFRS 11”) - The amendments to IFRS 11 require that a joint operator accounting for the acquisition of an interest in a joint operation, in which the activity of the joint operation constitutes a business must apply the relevant IFRS 3 principles for business combinations accounting. The amendments also clarify that a previously held interest in a joint operation is not remeasured on the acquisition of an additional interest in the same joint operation while joint control is retained. In addition, a scope exclusion has been added to IFRS 11 to specify that the amendments do not apply when the parties sharing joint control, including the reporting entity, are under common control of the same ultimate controlling party.

CGX Energy Inc.



Page 19

3. Summary of Significant Accounting Policies (continued)

3.16 New and revised standards and interpretations not yet adopted (continued)

New standards and interpretations to be adopted in future (continued)

The amendments apply to both the acquisition of the initial interest in a joint operation and the acquisition of any additional interests in the same joint operation and are prospectively effective for annual periods beginning on or after January 1, 2016, with early adoption permitted.

IFRS 15 Revenue from Contracts with Customers (“IFRS 15”), was issued in May 2014 and will replace IAS 11, “Construction Contracts,” IAS 18, “Revenue Recognition,” IFRIC 13, “Customer Loyalty Programmes,” IFRIC 15, “Agreements for the Construction of Real Estate,” IFRIC 18, “Transfers of Assets from Customers,” and SIC-31, “Revenue – Barter Transactions Involving Advertising Services.” IFRS 15 provides a single, principle-based five-step model that will apply to all contracts with customers with limited exceptions, including, but not limited to, leases within the scope of IAS 17 and financial instruments and other contractual rights or obligations within the scope of IFRS 9 “Financial Instruments,” IFRS 10, “Consolidated Financial Statements” and IFRS 11, “Joint Arrangements.” In addition to the five-step model, the standard specifies how to account for the incremental costs of obtaining a contract and the costs directly related to fulfilling a contract. The standard’s requirements will also apply to the recognition and measurement of gains and losses on the sale of some non-financial assets that are not an output of the entity’s ordinary activities. IFRS 15 is required for annual periods beginning on or after January 1, 2018; earlier adoption is permitted.

IFRS 16 Leases (“IFRS 16”), sets out the principles for the recognition, measurement and disclosure of leases. IFRS 16 provides revised guidance on identifying a lease and for separating lease and nonlease components of a contract. IFRS 16 introduces a single accounting model for all lessees and requires a lessee to recognize right-of-use assets and lease liabilities for leases with terms of more than 12-months, unless the underlying asset is of low value. Under IFRS 16, lessor accounting for operating and finance leases will remain substantially unchanged. IFRS 16 is effective for annual periods beginning on or after January 1, 2019, with earlier application permitted for entities that apply IFRS 15.

IAS 1 – Presentation of Financial Statements (“IAS 1”) was amended in December 2014 in order to clarify, among other things, that information should not be obscured by aggregating or by providing immaterial information, that materiality consideration apply to all parts of the financial statements and that even when a standard requires a specific disclosure, materiality considerations do apply. The amendments are effective for annual periods beginning on or after January 1, 2016. Earlier adoption permitted.

IAS 16 Property, Plant and Equipment (“IAS 16”) and IAS 38 Intangible Assets (“IAS 38”) - The amendment is applied retrospectively and clarifies in IAS 16 and IAS 38 that the asset may be revalued by reference to observable data on either the gross or the net carrying amount. In addition, the accumulated depreciation or amortization is the difference between the gross and carrying amounts of the asset. The Company is in the process of assessing the impact of IFRS 16 and IAS 38 on its consolidated financial statements. This policy will become effective for annual periods starting after, or on January 1, 2016. Earlier adoption permitted.

4. Financial instruments Fair value The Company has designated its cash and cash equivalents and marketable securities as fair value through profit and loss which are measured at fair value. Fair value of cash and cash equivalents and marketable securities is determined based on transaction value and is categorized as Level one measurement. Trade and other receivables are classified for accounting purposes as loans and receivables, which are measured at amortized cost which approximates fair value.

CGX Energy Inc.



Page 20

4. Financial instruments (continued) Fair value (continued) Trade and other payables and loans payable from related party are classified for accounting purposes as other financial liabilities, which are measured at amortized cost which also approximates fair value. Warrant Liability is classified for accounting purposes as fair value through profit and loss which is measured at fair value. Fair value of trade and other receivables, trade and other payables and warrant liability are determined based on Level three measurements:

Level one includes quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level two includes inputs that are observable other than quoted prices included in level one.

Level three includes inputs that are not based on observable market data.

As at December 31, 2015, the carrying and fair value amounts of the Company's trade and other receivables, trade and other payables and loans payable from related party are approximately equivalent due to the relatively short periods to maturity and the nature of these accounts. Fair value estimates are made at a specific point in time, based on relevant market information and information about financial instruments. These estimates are subject to and involve uncertainties and matters of significant judgment, therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates. A summary of the Company's risk exposures as it relates to financial instruments are reflected below: i) Credit risk Credit risk is the risk of loss associated with a counter-party’s inability to fulfill its payment obligations. The credit risk is attributable to various financial instruments, as noted below. The credit risk is limited to the carrying value amount carried on the statement of financial position.

a) Cash and cash equivalents – Cash and cash equivalents are held with major Canadian and American financial institutions in Canada and the United States and therefore the risk of loss is minimal.

b) Trade and other receivables – The Company is exposed to credit risk attributable to customers or credits from vendors. The Company does not believe that this risk is significant. (See Note 7)

The Company’s maximum exposure to credit risk as at December 31, 2015 is the carrying value of cash and cash equivalents, trade and other receivables. ii) Liquidity risk

The Company’s approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities as they become due. As at December 31, 2015, the Company had working capital deficiency of $33,810,588 (2014 – $9,668,744). In order to meet its longer-term working capital and property exploration expenditures, the Company must secure further financing to ensure that those obligations are properly discharged (See Note 1). There can be no assurance that the Company will be successful in its efforts to arrange additional financing on terms satisfactory to the Company. If additional financing is raised by the issuance of shares from the treasury of the Company, control of the Company may change and shareholders may suffer additional dilution. If adequate financing is not available, the Company may be required to delay, reduce the scope of, or eliminate one or more exploration activities or relinquish rights to certain of its interests.

CGX Energy Inc.



Page 21

4. Financial instruments (continued) ii) Market risk Market risk is the risk of loss that may arise from changes in market factors such as interest rates, foreign exchange rates, commodity prices and/or stock market movements (price risk).

a) Interest rate risk The Company is not exposed to significant interest rate price risk due to the short-term nature of

its monetary assets and liabilities. Cash not required in the short term, is invested in short-term guaranteed investment certificates, as appropriate.

b) Currency risk The Company's exploration and evaluation activities are substantially denominated in US

dollars. The Company's funds are predominantly kept in Canadian and US dollars, with a major Canadian financial Institution. As at December 31, 2015, the Company had approximately $400,000 in Canadian dollar denominated cash deposits.

5. Sensitivity analysis The Company's funds are kept in Canadian and US dollars with major Canadian financial institutions. As at December 31, 2015, the Company’s exposure to foreign currency balances approximate as follows:

Account Foreign Currency Exposure

December 31, 2015 2014

Cash and cash equivalents C $ $ 400,000 $ 6,100,000

Trade and other payables C $ (200,000) (300,000)

Loans from related party C $ (7,900,000) (7,600,000)

$ (7,700,000) $ (1,800,000)

Based on management’s knowledge and experience of the financial markets, the Company believes is is reasonably possible over a one year period that a change of 10% in foreign exchange rates would increase/decrease net loss for the year ended December 31, 2015 by $(770,000) (2014 - $(180,000)). 6. Cash and cash equivalents The balance of cash and cash equivalents at December 31, 2015, consisted of $1,546,108 (- $6,446,435) on deposit with major financial institutions in Canada and the United States and $71,445 (2014 - $71,724) in short-term guaranteed investment certificates and fixed instruments with remaining maturities on the date of purchase of less than 90 days. 7. Trade receivables and other assets The Company’s trade receivables and other assets arise from two main sources: Harmonized sales tax (“HST”) receivable and prepaid expenses. These are broken down as follows:

As at December 31,

2015 2014

Trade receivables $ 3,955 $ -

HST receivable 7,835 28,903

Prepaid expenses 59,892 54,092

Total trade receivables and other assets $ 71,682 $ 82,995

CGX Energy Inc.



Page 22

7. Trade receivables and other assets (continued) Below is an aged analysis of the Company’s trade receivables:

As at December 31,

2015 2014

Over 90 days $ 3,955 $ -

Total trade receivables $ 3,955 $ -

At December 31, 2015, the Company anticipates full recovery of these amounts receivable and therefore no additional allowance has been recorded against these receivables. The credit risk on the receivables has been further discussed in Note 4 (i). The Company holds no collateral for any receivable amounts outstanding as at December 31, 2015. 8. Property, plant and equipment

Staging Facility(1)

Logistics Yard(1)

Office, furniture

and fixtures

Computer, software and equipment Total

Cost

As at January 1, 2014 $ 6,290,897 $ 686,111 $ 127,878 $ 539,637 $ 7,644,523

Additions 88,398 - - - 88,398

As at December 31, 2014 $ 6,379,295 $ 686,111 $ 127,878 $ 539,637 $ 7,732,921

Net dispositions (22,413) - - - (22,413)

As at December 31, 2015 $ 6,356,882 $ 686,111 $ 127,878 $ 539,637 $ 7,710,508

Accumulated amortization

As at January 1, 2014 $ - $ - $ 51,020 $ 272,906 $ 323,926

Amortization (2)

- - 15,370 78,020 93,390

As at December 31, 2014 $ - $ - $ 66,390 $ 350,926 $ 417,316

Amortization (2)

- - 12,297 55,014 67,311

As at December 31, 2015 $ - $ - $ 78,687 $ 405,940 $ 484,627

Net book value

As at December 31, 2014 $ 6,379,295 $ 686,111 $ 61,488 $ 188,711 $ 7,315,605

As at December 31, 2015 $ 6,356,882 $ 686,111 $ 49,191 $ 133,697 $ 7,225,881

Notes: (1) No amortization has been recorded on these assets as they are still under construction. (2) Amortization has been recorded within general and administrative in the statement of comprehensive loss.

CGX Energy Inc.



Page 23

9. Exploration and evaluation expenditures

Georgetown Corentyne Berbice Demerara Total

Balance, December 31, 2013 $ - $ 36,078,133 $ 100,000 $ 200,000 $ 36,378,133

Net additions (1,028,713) 4,902,457 75,000 18,372,222 22,320,966

Recovery of previously impaired exploration and evaluation expenditures 1,028,713 - - - 1,028,713

Impairment of exploration and evaluation expenditures - (28,600,000) (100,000) (13,000,000) (41,700,000)

Balance, December 31, 2014 $ - $ 12,380,590 $ 75,000 $5,572,222 $ 18,027,812

Net additions (64,625) 1,593,211 445,000 1,324,325 3,297,911

Recovery of previously impaired exploration and evaluation expenditures 64,625 - - - 64,625

Balance, December 31, 2015 $ - $ 13,973,801 $ 520,000 $6,896,547 $ 21,390,348 As at December 31, 2015, the expenditures capitalized above include costs for licence acquisitions and maintenance of licences, general exploration, geological and geophysical consulting, surveys, 3D-seismic acquisition, processing and interpretation, and drill planning, drill rig mobilization and demobilization, drilling and all costs associated with abandonment. During the year ended December 31, 2014, in light of the significant declines in the world petroleum markets and significant decreases specifically in related petroleum assets the Company reviewed its exploration and evaluation expenditures for impairment using IFRS guidance. Considering these factors, in particular the difference between carrying value of the Company and its market capitalization, the Company recorded an impairment of exploration and evaluation expenditures of $41,700,000 which was allocated to the Company’s licences on a pro rata basis based on the carrying amounts of these licences as at December 31, 2014 prior to impairment. The carrying value of the net assets of the Company was impaired to be in line with the Company’s market capitalization as at December 31, 2014. Georgetown PA, Guyana The Company, through its wholly-owned subsidiary CGX Resources, purchased a 25% participating interest in the Georgetown PA from ENI Guyana, B.V. On September 3, 2002, the Government of Guyana approved the transfer. The Georgetown PA covered approximately 1.7 million acres offshore. Relinquishment and arbitration against Repsol Effective November 25, 2012, the Company was notified that this licence has reverted back to the government of Guyana. In December 2013, the Company commenced arbitration proceedings against Repsol in connection with the expiry of the PPL covering the Georgetown Block. In December 2014, the Company and Repsol entered into a settlement agreement. Under the terms of the Settlement, the Company received approximately $900,000 (recorded as recovery of previously impaired exploration and evaluation expenditures) pursuant to the terms of the Georgetown JOA and neither party was responsible for costs or damages. Repsol has also agreed to evaluate opportunities in the Guyana-Suriname basin and Repsol was granted a ninety day option to present a farm-in proposal to acquire at least a 10% participating interest in any of the Corentyne Block (100%), Demerara Block (100%) or the Berbice Block (62%). In addition, CGX Energy and Pacific Exploration & Production Corp. (“Pacific”) have been granted a similar option on the Kanuku Block. In the event that a proposal was accepted, any definitive agreements were subject to due diligence and the terms of any pre-existing petroleum agreement or joint operating agreement. These options expired during the year ended December 31, 2015.

CGX Energy Inc.



Page 24

9. Exploration and evaluation expenditures (continued) Corentyne PA, Guyana The Company’s 100% owned subsidiary, CGX Resources, was granted the Corentyne PA on June 24, 1998. On November 27, 2012, the Company was issued a new Corentyne Petroleum Agreement ("PA") and Petroleum Prospecting Licence ("PPL") offshore Guyana. The new PA is renewable after five years for up to ten years. Under the terms of the new Corentyne PA, and during the initial period of five years, CGX has an obligation to drill two wells. The table below outlines the commitments under the new PA:

If a discovery is made, CGX has the right to apply to the Minister for a Petroleum Production Licence with respect to that of the Contract Area having a significant discovery. After commercial production begins, the Company is allowed to recover contract costs as defined in the PA from “cost oil” produced and sold from the Contract Area and limited in any month to an amount which equals seventy-five percent (75%) of the total production from the Contract Area for such month excluding any Crude Oil and/or Natural Gas used in Petroleum Operations or which is lost. The Company’s share of the remaining production or “profit oil” is 47%. To the extent, that in any month, Recoverable Contract Costs exceed the value of Cost Oil and/or Cost Gas, the unrecoverable amount shall be carried forward and shall be recoverable in the immediately succeeding month, and to the extent not then recovered, in the subsequent month or months.

Period Phase Exploration Obligation Dates

- At the end of the initial period of five (5) years, the Contractor will elect either to relinquish the entire Contract Area or

fifteen (15%) percent of the Contract Area and renew the Petroleum Prospecting Licence for a further period of up to

two (2) years.

- At the end of phase one of the first renewal period, the Contractor shall elect either to relinquish the entire Contract

Area except for any Discovery Area and the area contained in any Petroleum Production Licence or commit to the work

programme in phase 2.

- At the end of the first renewal period of two (2) years, the Contractor shall elect either to relinquish the entire Contract

Area except for any Discovery Area and the area contained in any Petroleum Production Licence or relinquish twenty-five

(25%) percent of the Contract Area and renew the Petroleum Prospecting Licence for a second period of three (3) years.

- At the end of phase one of the second renewal period, the Contractor shall elect either to relinquish the entire Contract



- At the end of the second renewal period of three (3) years, the Contractor shall relinquish the entire Contract Area

except for any Discovery Area, the area contained in any Petroleum Production Licence and any other portion of the

Contract Area on which the Minister Responsible for Petroleum agrees to permit the Contractor to conduct further

exploration activities.

Initial Period

- 5 Years

Phase One - 43 Months Commence to drill 1 exploration well Nov 27, 2012 - Jul 1, 2016

Phase Two - 17 Months Drill 1 exploration well Jul 1, 2016 - Nov 27, 2017

First

Renewal

Period - 2

Years

Phase One - 18 Months Commence to drill 1 exploration well Nov 27, 2017 - May 27, 2018

Phase Two - 18 Months Drill 1 exploration well May 27, 2018 - Nov 27, 2019

Commence to drill 1 exploration well Nov 27, 2019 - May 27, 2021

Phase Two - 18 Months Drill 1 exploration well May 27, 2021 - Nov 27, 2022

Phase One - 18 Months

Second

Renewal

Period - 3

Years

CGX Energy Inc.



Page 25

9. Exploration and evaluation expenditures (continued) Corentyne PA, Guyana (continued)

The Company has $155,000,000 of Recoverable Contract Costs brought forward from the original Corentyne licence. This cost can be recovered against any future commercial production. Annual rental fees and annual training fees are each $100,000, respectively. The Company had entered into a definitive rig agreement with Japan Drilling Co., Ltd. (“JDC”) (“Drilling Agreement”), and a rig sharing agreement (the “Rig Sharing Agreement”) with JDC, Teikoku Oil (Suriname) Co., Ltd (“INPEX”) for the shared use of JDC’s HAKURYU-12 drilling rig (the “Rig”) in 2015. This Rig was intended to be used for the first commitment well that is required under the Corentyne PPL. The well was to be spudded no later than July 31, 2016. During the year ended December 31, 2015, the Company terminated these agreements. Total costs relating to termination of these contracts is $23,228,102 (2014 - $Nil) and has been recorded as exploration contract cancellation fees in the statement of comprehensive loss. The breakdown of the commitments is as follows: Upon termination of the Drilling Agreement, the total amount payable to JDC is approximately $20.35 million (the “JDC Payable”). Pursuant to the terms of definitive agreement entered into with JDC with an effective date of November 30, 2015, the JDC Payable will be paid as follows: (i) $5.5 million payable in Common Shares; (ii) $500,000 on or before December 1, 2015; (iii) approximately $7.18 million on or before March 25, 2016; and (iv) approximately $7.18 million on or before June 15, 2016. The amount payable in Common Shares are recorded under reserve for share based payments and the cash amounts are included in trade and other payables as at December 31, 2015. JDC will be issued 16,522,500 Common Shares at a price of C$0.44 per share resulting in JDC owning approximately 15% of the Company on a non-diluted basis. These shares were issued subsequent to December 31, 2015. In addition subsequent to December 31, 2015, the Company made a payment of $100,000 as part of the $500,000 payment due on December 1, 2015 with both parties agreeing to defer the remaining payment of $400,000 to March 25, 2016. Per the definitive agreement, any payments not paid in full on the above due dates shall incur interest at a rate of 8% per annum. Under the Rig Sharing Agreement, the Company owes approximately $2.9 million to INPEX for shared costs incurred in the utilization of the Rig. INPEX has agreed to allow the Company to defer payment until December 1, 2015. This amount is included in trade and other payables as at December 31, 2015. Per the Rig Sharing Agreement since the amount was not paid in full by December 1, 2015, amounts outstanding shall accrue interest at a rate of Libor plus 5% per annum.

The Company is in continuous negotiations with INPEX and JDC with a view to determining how to address these significant payables in light of depressed oil prices.

Berbice PA, Guyana The Company, through its 62% owned subsidiary ON Energy, acquired the Berbice PA comprising 0.4 million acres onshore in October 2003. The Berbice PA was renewable for up to two three-year periods. Negotiations were underway for the Second Renewal period ending October 2013 to conduct an airborne geotechnical survey at a cost of less than $1,000,000. On February 12, 2013, ON Energy entered into a new Berbice PA and PPL, which applies to the former Berbice licence comprising 1,566 square kilometres (971 square kilometres net) and the former onshore portion of the Company’s original Corentyne Petroleum Agreement comprising 1,729 square kilometres (1,072 square kilometres net) for total onshore acreage of 3,295 km

2.

CGX Energy Inc.



Page 26

9. Exploration and evaluation expenditures (continued) Berbice PA, Guyana (continued) The table below outlines the commitments under the new Berbice PA:

If a discovery is made, CGX has the right to apply to the Minister for a PPL with respect to that of the Contract Area having a significant discovery. After commercial production begins, the Company is allowed to recover contract costs as defined in the PA from “cost oil” produced and sold from the Contract Area and limited in any month to an amount which equals seventy-five percent (75%) of the total production from the Contract Area for such month excluding any Crude Oil and/or Natural Gas used in Petroleum Operations or which is lost. The Company’s share of the remaining production or “profit oil” is 47%. To the extent that in any month, Recoverable Contract Costs exceed the value of Cost Oil and/or Cost Gas the unrecoverable amount shall be carried forward and shall be recoverable in the immediately succeeding month, and to the extent not then recovered, in the subsequent month or months.


- At the end of phase one (1) of the initial period, the Contractor shall elect either to relinquish the entire

Contract Area except for any Discovery Area and the area contained in any Petroleum Production License

or commit to the work programme in phase two (2).

- At the end of the initial period of four (4) years, the Contractor will elect either to relinquish the

entire Contract Area or fifteen (15%) percent of the Contract Area and renew the Petroleum

Prospecting Licence for a further period of up to three (3) years.

- At the end of phase one (1) of the first renewal period, the Contractor shall elect either to relinquish the entire



- At the end of the first renewal period of three (3) years, the Contractor shall elect either to relinquish

the entire Contract Area except for any Discovery Area and the area contained in any Petroleum Production

Licence or relinquish twenty-five (25%) percent of the Contract Area and renew the Petroleum Prospecting

Licence for a second period of three (3) years.

- At the end of phase one (1) of the first renewal period, the Contractor shall elect either to relinquish the entire



- At the end of the second renewal period of three (3) years, the Contractor shall relinquish

the entire Contract Area except for any Discovery Area, the area contained in any Petroleum Production

Licence and any other portion of the Contract Area on which the Minister Responsible for Petroleum agrees

to permit the Contractor to conduct further exploration activities.

Second

Renewal

Period - 3

Years


Initial Period

- 4 Years


First

Renewal

Period - 3

Years


Commence to drill 1 exploration well Feb 12, 2020 - Aug 12, 2021

Phase Two - 18 Months Drill 1 exploration well Aug 12, 2021 - Feb 12, 2023


Phase Two - 18 Months Drill 1 exploration well Aug 12, 2018 - Feb 12, 2020

Acquire a minimum of 1,000 km of airborne geophysical data,

process and interpret the same (Completed)Feb 12, 2013 - Feb 12, 2015

Phase Two - 24 MonthsAcquire a minimum of 100 line kilometers of 2D seismic, process

and interpret the same; or commence to drill 1 exploration wellFeb 12, 2015 - Feb 12, 2017

CGX Energy Inc.



Page 27

9. Exploration and evaluation expenditures (continued) Berbice PA, Guyana (continued) The Company has $500,000 of Recoverable Costs brought forward from the original Berbice licence. This cost can be recovered against any future commercial production. Annual rental fees and annual training fees are each $25,000, respectively. Demerara PA, Guyana On February 12, 2013, the Company entered into the Demerara PA and PPL. The new PPL applies to the former offshore portion of the Annex PPL, covering 3,975 square kilometres, which was a subset of the Company's original Corentyne Petroleum Agreement. The table below outlines the commitments under the new PA:

If a discovery is made, CGX has the right to apply to the Minister for a PPL with respect to that of the Contract Area having a significant discovery. After commercial production begins, the Company is allowed to recover contract costs as defined in the PA from “cost oil” produced and sold from the Contract Area and limited in any month to an amount which equals seventy-five percent (75%) of the total production from the Contract Area for such month excluding any Crude Oil and/or Natural Gas used in Petroleum Operations or which is lost. The Company’s share of the remaining production or “profit oil” is 47%. To the extent that in any month, Recoverable Contract Costs exceed the value of Cost Oil and/or Cost Gas the unrecoverable amount shall be carried forward and shall be recoverable in the immediately succeeding month, and to the extent not then recovered, in the subsequent month or months.


- At the end of the initial period of four (4) years, the Contractor will elect either to relinquish the entire Contract Area or

fifteen (15%) percent of the Contract Area and renew the Petroleum Prospecting Licence for a further period of up to

three (3) years.

- At the end of phase one (1) of the first renewal period, the Contractor shall elect either to relinquish the entire Contract



- At the end of the first renewal period of three (3) years, the Contractor shall elect either to relinquish the entire Contract

Area except for any Discovery Area and the area contained in any Petroleum Production Licence or relinquish twenty-five

(25%) percent of the Contract Area and renew the Petroleum Prospecting Licence for a second period of three (3) years.

- At the end of phase one of the second renewal period, the Contractor shall elect either to relinquish the entire Contract



- At the end of the second renewal period of three (3) years, the Contractor shall relinquish the entire Contract Area

except for any Discovery Area, the area contained in any Petroleum Production Licence and any other portion of the

Contract Area on which the Minister Responsible for Petroleum agrees to permit the Contractor to conduct further

exploration activities.

Initial Period

- 4 Years

Phase Two - 18 Months

Second

Renewal

Period - 3

Years

First

Renewal

Period - 3

Years


Phase Two - 18 Months


Feb 12, 2013 - Feb 12, 2015

Feb 12, 2015 - Feb 12, 2017

Conduct a new marine sparse 3D seismic survey consisting of

3,000 km², process and interpret data from same (Completed)Phase One - 24 Months

Phase Two - 24 Months Drill 1 exploration well

Commence to drill 1 exploration well

Drill 1 exploration well

Feb 12, 2020 - Aug 12, 2021

Aug 12, 2021 - Feb 12, 2023


Aug 12, 2018 - Feb 12, 2020Drill 1 exploration well

CGX Energy Inc.



Page 28

9. Exploration and evaluation expenditures (continued) Demerara PA, Guyana (continued) The Company has $1,000,000 of Recoverable Contract Costs brought forward from the original Annex licence. This cost can be recovered against any future commercial production. Annual rental fees and annual training fees are each $100,000, respectively. In September 2014, the Company entered into a contract with Prospector PTE. Ltd. (“Prospector”) to conduct a 3,116.74 km

2 3D seismic survey on the Company’s 100% owned Demerara Block as part of its

commitments under the Demerara PA. The aggregate cost of this seismic survey was approximately $19 million with $7 million paid to Prospector by way of issuance of 15,534,310 Common Shares (See note 13), $2.5 million paid in cash in 2014 and the remainder of approximately $9.5 million payable in cash twelve months after the conclusion of the seismic survey (December 2015), which is included in trade and other payables as at December 31, 2015. 10. Compensation of key management personnel and related party transactions Under IFRS, parties are considered to be related if one party has the ability to “control” (financially or by share capital) the other party or have significant influence (management) on the other party in making financial, commercial and operational decisions. The Board approves all related party transactions prior to implementation, engages independent legal counsel, as needed, and meets in camera to deliberate. The Board also reviews the business rationale for any proposed related party transaction and ensures that the transaction is in compliance with applicable securities laws. The related party transactions listed below were in the normal course of operations and were measured at the exchange amount, which are the amounts of consideration established and agreed to by the related parties. In October 2014, the Company entered into the Company entered into a bridge loan agreement (the “C$ Bridge Loan”) with Pacific in the aggregate principal amount of C$7,500,000 ($6,700,000). The C$ Bridge Loan is a non-revolving term facility. As at December 31, 2015, the Company has drawn upon all of the facility. The C$ Bridge Loan accrues interest at an annual rate of 5% per annum and was repayable in full including all accrued interest in October 2015. The balances outstanding on the loan from related party as at December 31, 2015 and 2014 are as follows:


Loan from related party $ 5,689,687 $ 6,465,000Accrued interest on loan from related party 54,410 62,879


CGX Energy Inc.



Page 29

10. Compensation of key management personnel and related party transactions (continued) The activity on the loan from related party for the year ended December 31, 2015 and 2014 are as follows:


Opening balance at beginning of year $ 6,527,879 $ -Loan from related party - 6,670,000Gain on foreign exchange (1,078,893) (205,000)Accrued interest on loan from related party 295,111 62,879


During the year ended December 31, 2015, the Company and Pacific agreed to extend the maturity for one year to October 2016. All other terms and conditions applicable to the C$ Bridge Loan remain the same. In November 2015, the Company entered into the Company entered into a convertible debenture (the “Convertible Debenture”) with Pacific in the aggregate principal amount of $1,500,000. The Convertible Debenture accrues interest at an annual rate of 5% per annum and is repayable in full including all accrued interest in November 2016. This Convertible Debenture is convertible into shares of the Company at the option of Pacific at any time prior to maturity at a price of C$0.335. In the event that the Company fails to satisfy any of its obligations under the Convertible Debenture, Pacific shall have the right to take a pledge of shares in the Company’s subsidiaries. The debentures are classified as a liability, with the exception of the portion relating to the conversion feature, resulting in the carrying value of the debenture being less than face value. The discount is being accreted over the term of the debenture utilizing the effective interest rate method at a 10% discount rate. The balances outstanding on the Convertible Debenture from related party as at December 31, 2015 and 2014 are as follows:


Convertible debenture from related party $ 1,500,000 $ -Unamortized transaction costs and conversion feature (66,956)Accrued interest on convertible debenture from related

party 9,426 -


The activity on the Convertible Debenture from related party for the year ended December 31, 2015 and 2014 are as follows:


Opening balance at beginning of year $ - $ -Convertible debenture from related party 1,500,000 -

Conversion component of convertible debentures (68,000)

Transaction costs relating to convertible debentures (8,100) -Amortization of transaction costs and conversion feature 9,144Accrued interest on loan from related party 9,426 -


CGX Energy Inc.



Page 30

10. Compensation of key management personnel and related party transactions (continued) The following sets out the details of the Company’s related party transactions as measured at the exchange amount:

Cost sharing agreement between Pacific, Gran Colombia Gold Corp., Pacific Coal Resources Ltd. and the Company effective May 1, 2013 (the “Cost Sharing Agreement”). The Cost Sharing Agreement sets out the terms and allocation of certain share general and administrative costs, such as rent, utilities and other office administrative expenses. In accordance with the terms of the agreement, the Company recognized an expense of C$72,000 (2014 - C$72,000) for the year ended December 31, 2015, of which $27,000 (2014 - $12,000) was included in trade and other payables as at December 31, 2015. As at December 31, 2015, Pacific owns approximately 53.6% of the Common Shares and the following directors and officers of Pacific are directors or officers of CGX, Serafino Iacono, Ronald Pantin, Dennis Mills and Michael Galego.

Key management includes the Company's directors, officers and any employees with authority and responsibility for planning, directing and controlling the activities of an entity, directly or indirectly. Compensation awarded to key management included:


Short-term employee benefits $ 1,542,000 $ 1,586,000

Share based compensation – options - 175,000

Total compensation paid to key management $ 1,542,000 $ 1,761,000

At December 31, 2015, included in trade and other payables is $151,000 (2014 - $138,000) due to these key management personnel. 11. Trade and other payables Trade and other payables of the Company are principally comprised of amounts outstanding for trade purchases relating to exploration activities and amounts payable for operating and financing activities. The usual credit period taken for trade purchases is between 30 to 90 days. The following is an aged analysis of the trade and other payables: As at December 31, 2015 2014

Less than one month $ 610,436 $ 9,346,234

One month to three months 55,411 67,553

Over three months 27,647,409 328,232

Total trade and other payables $ 28,313,256 $ 9,742,019

CGX Energy Inc.



Page 31

12. Warrant Liability As at December 31, 2015 and 2014, the warrant liability was comprised of the following:

December 31, 2015 December 31, 2014

Warrant liability $ 100,000 $ 300,000

During the year ended December 31, 2013, the Company issued 37,008,900 units at C$1.00 per post-consolidation unit for gross proceeds of $36,394,552 (C$37,089,000). Each unit consisted of one Common Share and one Common Share purchase warrant. Each whole Common Share purchase warrant entitles the holder to purchase an additional Common Share at C$1.70 for a period of 5 years. The Company recorded the warrants issued as a derivative liability due to their exercise price being denominated in a currency other than the Company’s US dollar functional currency. The warrant liability was re-valued at the end of the reporting period with the change in fair value of the warrant liability recorded as a gain or loss in the Company’s Consolidated Statements of Loss. The warrant liability was accounted for at its fair value as follows:

For the year Ended December 31, 2015 2014

Warrant liability, beginning of year $ 300,000 $ 900,000

Change in fair value (200,000) (600,000)

Warrant liability, end of year $ 100,000 $ 300,000

The Company utilized the Black-Scholes valuation model to estimate the fair value of the warrants at December 31, 2015 and 2014 using the following assumptions:


Number of warrants outstanding 37,008,900 37,008,900

Exercise price C$1.70 C$1.70

Risk-free interest rate 0.48% 1.06%

Expected life (years) 2.3 3.3

Expected volatility 70% 70%

Expected dividends - -

Dilution factor 28% 30%

Fair value of warrants $ 100,000 $ 300,000

Volatility for these warrants has been calculated using three year historical volatility of comparable companies. The value of these warrants has also been multiplied by a dilution factor due to the impact that the exercise of the warrants would have on the dilution of the Company’s stock as a result of the significant amount of warrants in relation to the number of common shares outstanding. The dilution factor is calculated by dividing the number of the warrants being valued by the outstanding number common shares plus the number of warrants being valued.

CGX Energy Inc.



Page 32

13. Capital stock Share Capital The Company is authorized to issue an unlimited number of Common Shares without par value. Changes in the issued and outstanding Common Shares are as follows:

Number of Shares $

Balance at December 31, 2013 78,203,723 $ 245,293,961

Issued for exploration and evaluation expenditures 9,280,065 4,181,741

Share issue costs - (26,785)

Balance at December 31, 2014 87,483,788 $ 249,448,917

Issued for exploration and evaluation expenditures 6,254,245 2,818,259

Exercise of options1 127,500 62,684

Reserve transferred on exercise of options - 57,431

Share issue costs - (22,600)

Balance at December 31, 2015 93,865,533 $ 252,364,6911The average fair value of the shares issued through the exercise of options on the date the options were exercised in the year

ended December 31, 2015 was $0.73 (2014 - $Ni).

2015 On March 13, 2015, as part of the 15,534,310 Common Shares to be issued under the seismic contract with Prospector (See note 9), the remaining 6,254,245 Common Shares were issued to Prospector. 2014 In October 2014, the Company issued 9,280,065 Common Shares of the 15,534,310 Common Shares to be issued under the seismic contract with Prospector (See note 9). The remaining 6,254,245 Common Shares were issued to Prospector on March 13, 2015. Common Share Purchase Warrants The exercise price and expiry date of the warrants outstanding at December 31, 2015 are as follows:

Warrants Exercise Price Expiry Date

37,008,900 C$1.70 April 26, 2018

37,008,900

Stock Options The Company established a share option plan to provide additional incentive to its directors, officers, employees and consultants for their efforts on behalf of the Company in the conduct of its affairs. The maximum number of Common Shares reserved for issuance under the share option plan comprising part of the share incentive plan may not exceed 10% of the number of Common Shares outstanding. Under the terms of the plan, all options vest immediately, unless otherwise specified. All options granted under the plan expire no later than the fifth anniversary of the grant date. As at December 31, 2015, the Company had 841,553 (2014 – 1,379) options available for issuance under the plan.

CGX Energy Inc.



Page 33

13. Capital stock (continued) Stock Options (continued) Changes in the number of stock options outstanding are as follows:


Weighted Average Exercise

Price ($) No. of

Options

Weighted Average Exercise Price ($)

No. of Options

Outstanding at beginning of year 0.74 8,747,000 0.94 7,602,000

Transactions during the year:

Granted - - 0.28 1,205,000

Exercised 0.49 (127,500) - -

Expired/Forfeited 7.63 (74,500) 7.27 (60,000)

Outstanding/Exercisable at end of year 0.57 8,545,000 0.74 8,747,000

The following table provides additional outstanding stock options information as at December 31, 2015:

No. of Options

Outstanding and Exercisable

Weighted Average

Remaining Life (Years)

Weighted Average Exercise

Price

$ 0.23 - $0.50 8,357,500 2.82 $0.46

$ 2.17 - $5.78 112,500 0.83 $4.03

$ 7.23 - $7.59 75,000 0.96 $7.47

$ 0.23 - $7.59 8,545,000 2.78 $0.57

The following table summarizes the assumptions used with the Black-Scholes valuation model for the determination of the share based compensation for the stock options granted and/or vested during the year ended December 31, 2014:

Vesting of previously

issued options

December 19, 2014 Totals

Number of options granted 1,205,000 1,205,000

E exercise price C$0.32

Risk-free interest rate 1.37%

Expected life (years) 5.0

Expected volatility 92.36%

Expected dividends -

Forfeiture rate -

Vesting immediately

Fair value of grant $ 235,000 $ 235,000

Share based compensation $ 13,000 $ 235,000 $ 248,000

CGX Energy Inc.



Page 34

13. Capital stock (continued) Stock Options (continued) Volatility for all option grants has been calculated using the Company’s historical information. The weighted average grant-date fair value of options granted during the year ended December 31, 2015 was $Nil (2014 – $0.20) per option issued. 14. Reserve for share based payments A summary of the changes in the Company’s reserve for share based payments for the year ended

December 31, 2015 and 2014 is set out below:


Amount $ Amount $

Balance at beginning of year 24,458,821 21,392,562

Shares issued for exploration and evaluation expenditures (note 9)

(2,818,259) -

Shares to be issued for exploration contract cancellation fees (note 9)

5,500,000 -

Reserve transferred on exercise of options (57,431) -

Equity portion of convertible debenture (note 10) 68,000 -

Shares to be issued for exploration and evaluation expenditures (note 9)

- 2,818,259

Share based compensation (note 13) - 248,000

Balance at end of year $ 27,151,131 $ 24,458,821

15. Income Tax

The following table reconciles the income tax provision from the expected amount based on statutory rates to the amount reported:

2015 2014

$ $

Loss before income tax (26,277,116) (45,001,229)

Combined Statutory rate 26.50% 26.50%

Estimated income taxe expense (6,964,000) (11,925,000)

Difference between Canadian and foreign tax rates 6,308,000 10,980,000

Difference between current and deferred tax and foreign exchange rates 1,691,000 906,000

Stock-based compensation - 66,000

Deductible share issue costs (8,000) (7,000)

Gain on revaluation of warrant liability (53,000) (159,000)

Other permanent differences (147,000) 140,000

Deferred tax assets recognized (827,000) (1,000)

Deferred income tax recovery - -

CGX Energy Inc.



Page 35

15. Income Tax (continued) The Canadian statutory income tax rate of 26.5% (2014 - 26.5%) is comprised of the federal income tax rate at approximately 15.0% (2014 – 15.0%) and the provincial income tax rate of approximately 11.5% (2013 – 11.5%). The United States income tax rate is approximately 34% (2014 - 34%). The Guyanese income tax rate is approximately 35% (2014 - 35%). Deferred Income Tax Recoverable The primary differences which give rise to the deferred income tax recoveries at December 31, 2015 and 2014 are as follows:

2015 2014

Deferred income tax assets $ $

Temporary differences 294,000 774,000

Losses carried forward 9,602,000 9,949,000

9,896,000 10,723,000

Less : deferred tax assets not recognized (9,896,000) (10,723,000)

Net deferred income tax assets - -

Deferred tax liabilitiesDeferred income tax liabilities - -

Net deferred income tax assets - -

The Company has recorded a 100% valuation allowance against the deferred income tax asset due to uncertainty surrounding its realization.

At December 31, 2015, the Company had Canadian non-capital loss carry-forwards of C$46,062,000 (2014 - C$40,842,000) expiring at follows:

December 31, C$

2026 1,043,000

2027 948,000

2029 3,396,000

2030 4,566,000

2031 5,028,000

2032 9,597,000

2033 9,300,000

2034 6,964,000

2035 5,220,000

46,062,000

In addition, as at December 31, 2015, the Company had Canadian capital losses of C$26,000 (2014 - C$26,000). These tax benefits which have not been recognized in the accounts and are available to carry forward indefinitely. As at December 31, 2015, the Company had United States non-capital loss carry-forwards $2,293,000 (2014 - $1,790,000). Of these tax benefits which have not been recognized in the accounts $492,000 expire in 2032, $704,000 expire in 2033, $594,000 expire in 2034 and $503,000 expire in 2035.

CGX Energy Inc.



Page 36

16. Capital management The Company manages its capital structure and makes adjustments to it, based on the funds available to the Company, in order to support the acquisition, exploration and development of petroleum and natural gas properties. The Board of Directors does not establish quantitative return on capital criteria for management, but rather relies on the expertise of management to sustain future development of the business. The properties in which the Company currently has an interest are in the exploration stage; as such the Company is dependent on external financing to fund its activities. In order to carry out the planned exploration and pay for administrative costs, the Company will spend its existing working capital and will be required to raise additional funding. Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable. There were no changes in the Company’s approach to capital management during the year ended December 31, 2015. The Company is not subject to externally imposed capital restrictions. The Company considers its capital to be equity, which is comprised of share capital, reserve accounts, and deficit, which as at December 31, 2015 totaled a deficiency in capital of $5,294,359 (2014 – capital of $15,374,673). The Company invests all capital that is surplus to its immediate operational needs in short-term, liquid and highly rated financial instruments, such as cash, short-term guarantee deposits, all held with major Canadian financial institutions and Canadian or United States government treasury bills. Management plans to secure the necessary financing through a combination of the issue of new equity, debt instruments or sale of Company assets. There is no assurance, however that these initiatives will be successful. 17. Commitments and contingencies The Company has entered into agreements for operating leases and service contracts. The future minimum lease payments and contract commitments over the next five years are as follows:

Fiscal Year Ended December 31, Operating

Leases

2016 229,000

Operating Leases The Company has operating leases related primarily to obligations associated with office facilities. 18. Segmented information Operating Segments At December 31, 2015, the Company’s operations comprised a single reporting operating segment engaged in petroleum and natural gas exploration in Guyana. The Company’s corporate division only earns revenues that are considered incidental to the activities of the Company and therefore does not meet the definition of an operating segment as defined in IFRS 8 ‘Operating Segments’. As the operations comprise a single reporting segment, amounts disclosed in the consolidated financial statements also represent operating segment amounts.

CGX Energy Inc.



Page 37

18. Segmented information (continued) Geographic Segments The Company currently has one reportable segment as at December 31, 2015, being the exploration, development and production of petroleum and natural gas in Guyana. The following is a detailed breakdown of the Company’s assets by geographical location:


Identifiable assets

Canada 1,713,898 6,511,049

Guyana 28,591,566 25,433,522

30,305,464 31,944,571

19. Subsequent event Subsequent to December 31, 2015, the Company entered into a bridge loan agreement (the “Bridge Loan”) with Pacific in the aggregate principal amount of up to $2,000,000. The Bridge Loan is a non-revolving term facility. As of April 29, 2016, the Company has drawn $586,000 on the facility. The Bridge Loan accrues interest at an annual rate of 5% per annum and is repayable in full including all accrued interest in March 2017. The Company may draw all or part of the Bridge Loan in one or more advances to be made on a date or dates agreed to by both parties. On April 18, 2016, CGX entered into a term sheet with a potential partner (the “Partner”) in respect of CGX’s wharf and logistics yard located in Berbice, Guyana (the “Term Sheet”). The Term Sheet contemplates an initial payment upon signing of the Term Sheet and subsequent payments based upon agreed milestones. The Term Sheet also provides the Partner with a seventy-five day exclusivity period within which to conduct further due diligence and to allow the parties to negotiate definitive documentation.

management’s discussion and analysis of financial ... · management’s discussion and analysis...

Documents